A Pale Horse
by Julia456
Summary: Sequel to 'The Beginning and the End'. Finished!
1. Prologue: Something Wicked

Disclaimer haiku:  
I saw, and behold  
A lawyer; and they said I  
Own naught of the X.

Note: This fic is largely based on the "Mutant Massacre" crossover arc, which remains one of the nastiest and saddest bits of X-Men history. That being said, I've taken considerable liberaties with it, which, for comic-geeks like me, should be apparent starting with the third paragraph of the prologue.

I have also shamelessly lifted ideas, dialogue and/or scenes from several episodes of 'X-Men: The Animated Series,' including, but not limited to, "Captive Hearts," "The Cure," "Come the Apocalypse," "A Rogue's Tale" (see that third paragraph again), "Reunion Part 1," and "Obsession." And, last but not least, I totally stole an idea from the X-Men/Avengers novel Gamma Quest Part 2: Search and Rescue, by Dan Cox (you'll see what in a later chapter). Hey, imitation is the sincerest form of flattery! :)

Also, I plotted this out well in advance of "The HeX Factor," so it's now decidely AU. Such are the hazards of writing in mid-season, yes? But you don't care - you're just here for the fic. I'll shut up now and let you read...

* * *

By the pricking of my thumbs,  
Something wicked this way comes.

- 'Macbeth,' Act 4, Scene 1

* * *

Warren Kenneth Worthington III loved New York. From the soaring buildings to the filthy rivers, and everything in between - he loved it. He'd spent a lot of time in the city as a child, trailing after his father as the senior Worthington conducted the family business empire, and now he didn't want to ever leave it. Ever. He stayed there, alone, while his parents jetsetted around the world and his rich-kid peers partied their brains out. It was some kind of nesting instinct, he guessed, like the way certain birds returned to the same breeding grounds year after year. He'd studied birds extensively, because he had something in common with them, something that set him apart from the other citizens of his beloved metropolis. Unlike everyone else in New York City, Warren Worthington had a pair of fully functional wings growing out of his back.

It made dating a little awkward.

Which was why his date tonight was not aware that he had wings, nor that he sometimes put on a mask and a costume and flew around the city committing random acts of kindness, justice, and mercy. And if he had his way, Carol Danvers would never find out.

He'd met her at - of all places - his father's main offices, where she was working as a consultant on some big project or another, and depsite the fact that she was a good few years older than he was, he'd asked her out on the spot. Tonight marked their third date.

When his father found out Warren was dating an employee, he was going to be furious - but that was one of the benefits of your parents living an ocean and a continent away.

"So what now?" he asked, checking his watch as they strolled through the crowds near the Baxter Building; they'd eaten at a small, exclusive restaurant at the base of the skyscraper, and since Warren preferred the open air over the confines of a limo, they were on foot for the rest of the night. "We still have a full hour before this show starts."

Carol laughed, a sound almost as beautiful as she was. "Careful, Warren - your life of privilege and luxury is showing."

He stopped walking and did an exaggerated once-over of himself - partly for the joke and partly to check if his wings were still secured beneath his coat. "It is?"

She shook her head in mock exasperation, propelling him forward again with a tug on his arm. " 'This show.' Only you could make box seats at the hottest play on Broadway sound like going to a drive-in."

He grinned. "My apologies, madam. I'll try to be more pedestrian from now on."

"Well, you're forgiven." Carol looked up at him, a smile lighting her big blue eyes. "You're a very good date, otherwise."

"I could say the same-" he started, but a commotion ahead of them made him pause. People were jumping and being shoved to the side of the pavement, pushed out of the way by an unseen aggressor, and whatever it was, was coming closer.

"What's that?" Carol asked, sounding more confused than frightened.

God, don't let it be that Magneto jerk, Warren thought, remembering his Christmas-time encounter with the crazed mutant. A repeat of that was exactly the last thing he needed at the moment. "I don't know."

Magneto or not, he decided to stand his ground and pushed Carol behind him, ignoring her protests.

The people directly in front of them moved sideways, exclaiming in surprise and fear, and the disturbance crashed directly into Warren's legs with all the force of a small, panicked cannonball. He staggered backwards a few steps, regained his balance, and looked down at the pint-sized figure sprawled at his feet.

"It's just a kid," someone said, and with that summary dismissal, the crowd flowed on with little interest.

But it was more than just a kid; the green, lumpy skin, the over-large eyes with no irises or pupils, and the three-fingered hands made it clear to Warren that this was a mutant child - probably no older than five or six. The boy's smudged face and ragged, filthy clothes told Warren that he was also homeless or neglected.

Most of the people in Warren's social circles - "philanthropists" and "humanitarians" included - would've shied away from such a creature. But Warren was nothing if not an angel of mercy. He knelt, getting the knees of his Gucci slacks hopelessly dirty, and helped the little boy up. "What's wrong?"

"They killing them!" the boy wailed, eyes wide with distress. "Bad people killing Morlocks - Callisto said run away, get help, but Leech not know how, and... and... they all DYING!"

"My God," Carol said. "Do you think he's telling the truth?"

"Only one way to find out." He turned back to the little boy - Leech, apparently - and asked, "Can you take me to the- the Morlocks?"

Leech rubbed at his white eyes, wiping away a suspicious sheen of moisture, and sniffled. "You help?"

Warren nodded solemnly. "Yes."

Carol said, "And so will I."

"No way," Warren said immediately, turning to face her. "This will be dangerous, and I'm not letting-"

"No one 'lets' me do anything," she said, cutting him off, and for the first time, he saw steel in her eyes and heard anger in her voice. "I can take care of myself, Warren. And you're going to need help, so forget it."

Leech had remained silent through the brief argument, but now he tugged on Warren's pantleg. "We go now?"

He glanced at Carol, who was non-verbally daring him to even try to leave her behind, and suppressed an urge to spread his wings in irritation. "I guess so. Lead the way."

The boy promptly darted off in the direction he'd come. Warren and Carol ran after him, dodging and pushing through the crowd with only the slightest care to avoid hitting anyone. Leech ducked into a narrow, cramped alley and came to a halt next to an open sewer grate.

"Morlocks live down here," he said, clambering down a rusted access ladder. "It not far. Come on!"

Carol discarded her jacket and followed the little mutant without hesitation.

Warren looked down at the foul, rotting blackness of the sewer, and then up at the night sky, half-hidden by the glow of the city he loved. "You owe me for this one," he muttered to the heavens, and dropped down into the sewer without taking off his coat. "Cowabunga -!"


	2. Instruments of Darkness

And oftentimes, to win us to our harm,  
The instruments of darkness tell us truths...

- 'Macbeth,' Act 1, Scene 3

* * *

There was no doubt about it: Rogue just could not win.

Here she finally had a guy - a cute guy, no less, even if he was a jerk sometimes - paying serious attention to her despite the fact she couldn't touch him, and it was turning into one the biggest headaches of her young life. Because, even though her friendship with Risty was mostly back to normal, the other girl just did not get along with Remy.

Rogue had been trying to mediate like crazy, but it was no use. They hated each other and there was no way in heaven or hell that she was gonna change their minds. She felt torn between a friendship and a relationship, and right now, watching Remy flirt his way down the row of lockers and seeing Risty's face darken at his approach... she seriously wondered why.

Remy ambled to a stop in front of them, flashing a brilliant grin at Rogue - but pointedly ignoring the purple-haired girl standing next to her. "Chere. Ready for lunch? I was thinkin' we could maybe-"

"Oh, too late," Risty interrupted, her tone a bit to cheerful to be genuine. "Rogue's having lunch with me - right, girl? Of course, you could always join us..."

The grin's wattage dimmed slightly, but he shrugged nonchalantly and pushed away from the lockers with a casual, "Non, that's okay. Catch you sixth period, chere."

"Right," Rogue said, giving him a smile that was probably about as convincing as Risty's cheer. "I'll see ya."

She shut her locker door and turned away from him before she could see the inevitable flicker of hurt cross his face. It was mostly an act, she knew - the habits of an eternal Casanova - but it still made her feel bad. The thing was, obligation was a lousy reason to stay in a relationship. Even she knew that, and she had less relationship experience than probably anyone in the school.

"What's wrong?" Risty asked, falling into step beside her as they made their way towards the cafeteria.

"Nothin'," she said immediately. "I just - I don't have enough change for the soda machine."

Risty snapped her fingers and produced a handful of coins from a pocket on her backpack. "Here. Get one for me, too, okay? - I have to make a quick run to the restroom. Oh, and find a good table!"

Rogue juggled the coins in her hand and sighed at her friend's retreating back. "Sure. Why not. Ain't got nothin' else to do, 'cept feel miserable for myself..."

Risty pushed open the restroom door, wrinkling her nose at the smell. There were some perks to being a teenager - it was endlessly easier than being a principal - but using high-school toilet facilities along with several hundred other people was not on that list. At least I have the comfort of knowing Kelly isn't doing any better cracking down on drug use than I did, she thought, waving her hand to disperse a cloud of suspicous smoke.

A light tap on her shoulder caught her off-guard, and so did the hand that clamped down over her mouth. She struggled for a moment before simply shape-shifting out her attacker's grasp, then spun to face him. "Are you insane?" she hissed at Remy LeBeau, too incensed to do anything else.

LeBeau shook his head and put a warning finger in her face. "You stay away from her, Darkholme. I warn you twice now, and you better listen. Else I'm gonna use your shape-shiftin' head for target practice, comprez-vous?"

"You can shove it, catfish," she snapped, batting his hand away. She looked over her shoulder  
briefly, checking to make sure the place was empty, then switched to her normal voice. The  
British accent got on her nerves, and LeBeau knew it was a fake anyway; she didn't see the need to keep it up. "God knows, I'm not obligated to you - we don't even work for the same employer anymore. What's more, you don't have any say in who Rogue associates with. If she wants me as her best friend, then so be it."

LeBeau's eyes flashed. "She want Risty t'be her friend, not Raven. What you think she say if I tell her your lil' secret, hahn?"

The threat made her narrow her eyes in cold hatred, because she knew precisely what Rogue would say, and because such blatant manipulation was an affront to her pride - which he knew, of course. "Try it, thief, and I can guarantee that she'll find out some negative things about you, too."

He glared at her, and she glared back. Stalemate. Again.

Without looking away, she slipped back into the Risty persona and gave him another fake smile. "Now, I'm late for lunch, and I still need to use the loo. So, if you don't mind..."

"Not at all, Ms. Darkholme," Remy said, bowing from the waist in a gesture so overdone, so obviously meant to insult, that she was strongly tempted to kick him the face while she had the chance. Instead she turned on her heels and headed for the stalls. Once he'd gone, she leaned against a grafitti-covered wall and silently fumed. This stalemate was going to come to an end - the sooner the better. And she had just the ticket...

Rogue was toying with the soda cans absently, lost in a maze of bleak thoughts, when Risty sat down on the bench next to her. "I'm back! What'd you get me?"

"Huh? Oh, uh, grape somethin'." She handed over one of the cans and opened the other one, taking a sip more out of habit than actual thirst. She nearly spit it out when the taste registered - black cherry? Ugh. God, she was out of it today.

"Oh, perfect," Risty said, but she didn't open the drink. Instead she fiddled with the poptop and looked uncomfortable.

So uncomfortable, in fact, that Rogue felt a little afraid that maybe things weren't back to normal and she was going to be having lunch alone. "Are you okay?"

"Yes. I mean, no. I mean-" She took a deep breath and turned to face Rogue. "Rogue, I... I don't remember if I told you, but I am sorry about everything that happened. I know it took a lot of guts for you to tell me about - everything - and I feel really badly about my reaction."

"It's okay," Rogue said, honestly surprised by this outpouring. She'd been braced for the worst, and here it was something positive all along.

"No, it's not," Risty said, shaking her head. "I want to do something for you - an apology gift, I suppose you could call it. There's a doctor, a friend of my family, and he's in New York City right now for a medical conference. He's a geneticist, and I was thinking that maybe..."

"He could 'fix' me," Rogue finished for her, more depressed than angry. Risty nodded and she sighed. "It doesn't work like that, Risty."

"But how do you know? Dr. Milbury's brilliant - lightyears ahead of everyone else in his field!"

"Well..." she said, stalling as her brain furiously worked out the implications. It was a hard offer to resist - just the chance of being able to touch again, without fear, for the first time in years... Even without Remy in the picture, it would've been a dream come true. Still, feeling the bubble of hope rising in her chest, she had to be realistic: the prof and Beast were brilliant, too, and neither of them had made a breakthrough like that. Then again, a little voice whispered in her mind, the prof and Beast aren't full-time researchers. This guy is. Who's to say he hasn't found a way?

But it was a moot point, she remembered suddenly, her hope fading. There was the small matter  
of the punishment levied against her for her part in a very illegal activity - namely, taking Wolverine's motorcycle for an unauthorized spin with Remy. It had been fun at the time, and she'd probably do it again if the opportunity presented itself, but having crossed Logan once, she was reluctant to trespass now. So she leaned forward, propping her chin in her hands, and said, "I can't. I'm grounded, remember?"

Risty made a face. "So? Use some of that secret mutant training and sneak out!"

"Say it a little louder, I don't think everyone heard you," Rogue snapped, but then she grinned.

To hell with Wolverine. "Okay, I'll do it." Risty clapped her hands, delighted. "Oh, wonderful! You won't regret this, Rogue, I know it."

Rogue nodded, feeling a thousand times happier now that she'd made the decision. She picked up the mostly untouched drink sitting in front of her and stood. "I hope not. And could I have another sixty cents for the machine? I just realized I hate this flavor."

Getting out of the Institute unnoticed wasn't easy. The professor was gone, which made it easier, and Wolverine was in the Danger Room, busy training the new recruits, which was the biggest break she could've hoped for. Still, Rogue had nearly gotten busted three times, and she wasn't even out of the house yet.

First it had been Kitty, who almost caught her leaving the room - thank god for the big linen closet in the hall. Then it had been Kurt and Evan, bounding up the stairs as she was getting ready to descend. And then, right as she'd reached the rec room, Beast had emerged from the basement elevator. Rogue had never jumped through a door so fast in her life.

At the moment, she was pressed against a wall, waiting for Scott and Jean to get the heck out of the kitchen so she could run past the door, down the hallway and out the back. The fact that she really didn't want to hear their conversation made the wait only slightly worse.

"-don't know what I'm going to do," Jean was saying. She sounded miserable, and the part of Rogue that wasn't annoyed with them for holding up the show felt sorry for her. "I can't- I just can't stand it anymore!"

"Then break up with the guy," Scott said - for purely unselfish reasons, of course, Rogue thought, and rolled her eyes. If any good had come from her (admittedly weird) relationship with Remy, it was that she'd gotten rid of her sort-of crush on Scott. Didn't stop her from being exasperated by him and his tap-dance around Jean, though.

"I can't," Jean said. "I hate doing that kind of stuff. The psychic feedback is... ugh."

Come on, come on, she thought, trying not to think to loudly lest Jean pick up on it. She checked her watch, anxious; Risty was already waiting on the other side of the Institute's outer wall. How long were they gonna talk anyway?

"But if you don't like him, you need to tell him," Scott said, sounding not a little impatient. "Otherwise you'll be stuck with him until graduation, at least."

Jean sighed. "Maybe I should stay with him anyway."

Rogue didn't really hear that comment, which mirrored her own dilemma. She was too busy thinking. Sure, she could just stroll past like nothing was up, but she was supposed to be in her room pondering her crimes and doing homework, and if Scott saw her, she'd be in more even trouble than she was going to be when she got back. She knew for a fact that Remy was following his punishment - tonight, anyway - because she'd discreetly checked on him while pretending to be on her way to the bathroom. The jerk was gonna make her look twice as bad.

Scott asked, with audible shock, "Why?"

"It's better than being alone," Jean said, and Rogue rolled her eyes again. Miss Popularity needed to get some independence.

"You're not alone, Jean. I mean, you have... You have all of us."

"Friends and teammates aren't the same thing as a boyfriend."

Scott murmured a response, too low for her to hear, and something told Rogue that now would be a good time to make a break for it. She took a deep breath, glanced around the corner, saw they were deep - very deep - in conversation with one another, and slipped past the doorway.

The rest of it was clear sailing. She jogged across the lawn, sticking to the shadows, and gave the Institute a thorough once-over to make sure no one had followed her. Then she climbed over the wall with ease and dropped down on the other side.

Risty's car was parked not far away, and Rogue quickly ran to the driver's side and tapped on the glass.

Risty jumped a little, then broke into a wide smile and rolled down the window. "Hey, girl! What are you waiting for? - get in!"

Rogue wasted no more time and got into the car, clicking her seatbelt on as Risty zoomed off with music blaring.

She never saw the slim, shadowed figure that crouched on the wall, having trailed her from the start, or the pair of red eyes that now narrowed in concern at her departure.

"Where you goin' wit' that devil, chere?" Remy muttered, staring after the swiftly-disappearing taillights. He had the distinct feeling he wouldn't like the answer.

"You're going to love Dr. Milbury," Risty said, slapping her hands against the steering wheel in time with the music. She was an incurable fan of '80s music - all kinds - and right now Rogue was suffering through a New Wave compilation CD. "He's the greatest, really friendly, and I know you're just going to love him, I know it!"

"Great," Rogue said, wincing, "but could we please listen to something else?"

Risty gave her an incredulous look. "You don't like the Thompson Twins?"

"Not especially," Rogue said, and slouched down further in her seat. Now that she was actually  
on the road, committed to this thing, she was nervous as all get-out, and like always, she was channeling that into a bad attitude. Maybe this had been a bad idea. Maybe she should've told someone where she was going - but who? The kids who wouldn't blab it all over the Institute would rat her out to the adults immediately. Still, it was just one more reason to be ansty about the whole mess.

Risty heaved a melodramatic sigh and hit 'stop'. "And 'Lay Your Hands' is one of my favorite songs, too."

"So this guy is a friend of your family?" Rogue asked, partly to change the subject and partly because she wanted to know about the person who'd be messing with her DNA.

"Um, yeah. My parents met him at university," Risty said without taking her eyes off the road. "You've been to New York - have I missed the exit?"

Rogue squinted at the late-afternoon world outside. "No, not yet."

"Oh, good. So when this works, what are you going to do?"

"If it works. I dunno." She stared out the window, watching the houses and buildings pass by. "A couple weeks ago, I'dve said... nevermind."

"What?"

Rogue sighed and looked at her gloved hands lying in her lap. "I would've said, give Remy a kiss."

She'd thought that Risty would make a nasty comment, or do something else, but the other girl just nodded thoughtfully. "And now?"

"I don't know." She went back to staring out the window, and Risty made no further effort at conversation. They rode in silence until the twilight had almost deepened into night, and the relative suburbia had given way entirely to the bustling city of New York.

In fact, it wasn't until they had turned off the road, gone up an alley and pulled to a stop in the garage of a weatherbeaten two-story house that the British girl finally said, "Look, Rogue, I know you liked him-"

"I still like him," Rogue corrected quickly. Maybe a little too quickly.

"Right. But Rogue, there is so much more waiting for you out there than a scroungy thief," Risty said earnestly, turning off the engine and grasping her hand. "You have so much potential, and after this visit you are going to have so much more. I just know it."

Rogue nodded, but inside she was slightly puzzled. That hadn't seemed like Risty. It had almost been like someone else - someone older, like a parent or an aunt.

Getting too paranoid, girl, she told herself, and climbed out of the car. It was dark in the garage, which was strangely empty of boxes and other garage-type junk. The only light came from the open door behind them. Another door creaked open, but brought no light with it.

Rogue was picking up some very uneasy vibes from this place.

Paranoid. Right.

"Hello?" a woman asked, high heels clicking on the cement floor.

"Hullo," Risty said, a bit uncertain herself. "Dr. Milbury is expecting us."

"Of course he is," the woman said, stepping into the dim illumination. Rogue saw a mass of green-and-white streaked hair, a skintight lime-green dress with a swirling pattern, green gloves, and a wicked smile. "And you're right on time."

The uneasy vibes turned into a full-blown alarm, and Rogue started backing up towards the only exit. "Risty..."

"Oh, no, that's not my name. I'm Vertigo," the green woman said, smile growing wider, and raised her hands. A green, spiraling wave radiated out from her fingers, washing over Rogue before she could do anything but blink and take another step back.

The world tilted under Rogue's feet. She leaned against the car for balance and kept staggering backwards. "Risty! Get outta here!"

"I... I can't," Risty called back, clutching her head. She wasn't leaning against the car - she had fallen to the floor next to it. Rogue fought down a curse and grabbed at the antenna, desperate to stay on her feet as the garage whirled around her.

She had a plan. Not much of a plan, but it was a good one: knock Vertigo out, and then get Risty, and then get the heck out of there. But it woudn't work if she fell down. And she needed to find a weapon, the sooner the better-

"There's no way out, Rogue," a very familiar voice growled behind her, and with no small amount of horror (and dizziness) she spun around to see Sabretooth blocking her exit. There were three other people standing behind him; she couldn't really make out the details, but it looked like three other guys - no, two guys and one woman who needed to cut back on the steroids.

The tilting, whirling feeling was starting to make her nauseous, but Rogue had always been too stubborn for her own good. And right now, she was bound and determined to get the hell out of there, Sabretooth and his goon squad or not.

She drew herself up, defiant, and spat, "That's what you think!"

And then she did something really stupid - so stupid that she wondered if maybe she hadn't been spending too much time with Wolverine. She charged them.

Caught by surprise at the act, Vertigo stopped her onslaught, and Rogue was mercifully able to stay on her feet the whole time. It would've looked bad if she'd taken two steps and fallen flat on her face.

Sabretooth growled and sidestepped her easily, but the man right behind him stayed put. With the ghostly shreds of Cody's memories giving her an idea, Rogue put her shoulder down and slammed into him.

She was surprised when he grunted at the impact and actually gave way. Rogue burst out of the garage and into the alleyway, almost falling over her own feet, and tried frantically to figure out what to do next. Go for help? Call for help and come back to rescue Risty?

Call Remy, her brain screamed, and that sounded like the best idea. She was suddenly desperate to hear his voice.

Before she'd taken a single step, though, a massive hand grabbed her shoulder and jerked her backwards. "Oh no you don't - the boss has plans for you."

It was the big woman, and Rogue didn't think a football move would even dent her, seeing as how she was covered neck-to-toe in silver metal armor. A buzzcut and a pair of wraparound shades finished the look.

"Yeah, well, I got plans too, and bein' kidnapped ain't one of them," Rogue said, and stomped down on the big woman's foot as hard as she could.

The woman sucked down a sharp breath, but didn't let go. "Cute. Now you're gonna get blasted!"

Rogue made a last-ditch dive forward, heard her shirt rip, and stumbled out of the big woman's grasp - only to be immediately caught again, this time by a hand clamped around her upper arm.

The big woman swung her around so they were face-to-face, smirked, and put her hand an inch away from Rogue's nose. "Night, kid."

She flicked her fingers together, not even touching Rogue, and a brilliant light flared from the point of impact; it was followed a split-second later by a concussive wave that knocked the fifteen-year-old girl backwards. She fell like a rag doll, unconscious long before she hit the ground.

"Nice," Mystique said behind them. "Now do you mind bringing her inside before someone sees you, Arclight?"

Arclight slung the girl over her armored shoulder and walked back into the garage. " 'Sfunny, Darkholme, I don't remember the boss putting you in charge."

"I don't remember him putting you in charge either, you big gorilla."

Much to Arclight's displeasure, Harpoon and Riptide chuckled at that. She scowled, and both men quieted. "At least I caught her."

Sabretooth made a low, growling noise. "Yeah, well, I am in charge, and I say both of you need t' shut up."

Arclight's scowl deepened, and Mystique narrowed her eyes, but they did as told.

Vertigo led the way as they descended into the house's hidden passage. Arclight, in the middle of the group, shifted Rogue's body on her shoulder. It was a long walk back to the lab.


	3. Right Hand

You're one microscopic cog  
in his catastrophic plan  
Designed and directed by  
his red right hand

- from "Red Right Hand" by Nick Cave & the Bad Seeds

* * *

The man who had once been Nathaniel Essex, and who now called himself Mr. Sinister, was, all things considered, uncommonly pleased. His least-trustworthy agent had come through in splendid form, delivering into his hands the last and most crucial ingredient of his plan. It was, of course, going to make Mystique more of a pain than ever to deal with from this point onward, but such was the price.

In the privacy of one of his laboratory complex's smaller rooms, Sinister had examined the Rogue girl carefully, checking for damage caused by Arclight's slightly over-enthusiastic retrieval. He had been reluctant to send out his Marauders so shortly after their debut performance in the Morlock tunnels the night before, and the debacle earlier that morning, but he did not dare risk Rogue escaping from his grasp. She was far, far too important.

As it was, she had only suffered minor bruising to her face, upper right arm, and left shoulder; all due, no doubt, to Arclight. The woman was too strong for her limited intellect - but then, that was true for all of the Marauders. In assembling the group, Sinister had looked for brawn over brain, and he had found it.

Arclight was perhaps the strongest; her power to create concussive waves and bright flashes of light simply by hitting things certainly lent itself to physicality. Riptide was also fairly strong, but it was tempered - tainted, even - by a crazed, brutal savagery that none of the others possessed. The bloodlust he exhibited, the maniacal joy with which he tornadoed and razored through living flesh, would have chilled Sinister... had he cared. In truth, he did not.

Those two were strictly muscle, and Vertigo was little more than a lovely face. Harpoon, however, was something else altogether.

For a start, the Inuit man rarely spoke. When he did, it was for practical reasons only; there was none of the prattling and boasting so typical of mercenaries. And Sinister had the distinct impression that Harpoon, despite throwing his so-called slayspears with as much accuracy and coldheartedness as any other killer, did not... enjoy his work in the same manner as the other Marauders.

And then, of course, there was Sabretooth. Mr. Sinister was quite satisfied with the killer's qualifications, having used him before for murderous tasks, although he had some doubt of his loyalties. Sabretooth, he knew, had worked for many other masterminds, including that shortsighted Magneto and the clumsy architect of Weapon X.

Out of all of his Marauders and his handful of independent agents, Sinister trusted exactly none of them. That was why he was still alive - and why he would be alive for some time yet.

But there was no one on Earth or beyond that he trusted less than the creature he now had to deal with. Iin the communication room, Sinister keyed the satellite relay and faced the video screen with a buoyant sense of confidence. With the final piece of his plan in place, he would not have to endure this forced servitude this much longer. That thought alone kept him well.

"Apocalypse," he said, smiling a false smile. "How goes the construction?"

Several thousand miles and continents away, the dread lord scowled at his theoretical servant. "Too slowly. Where are my Horsemen?"

Sinister pretended to be absorbed in adjusting the relay. "I am sorry to hear that. I thought my workers would be faster - but building such a complex regeneration system does take time."

"No stalling, tinkerer. Where are my Horsemen?"

"As you know, I conducted a very thorough raid on the mutant colony last night," Sinister said, deliberately stalling. "Unfortunately, several promising specimens were lost to the overzealousness of my collectors. I did, however, manage to procure four mutants perfectly suited to your request, and began... altering them immediately. But..."

He trailed off, stalling again just for the hell of it, and Apocalypse tilted his massive head, waiting with ill-disguised impatience.

"But," he continued after a moment, on the grounds that it was not a brilliant idea to rile Apocalypse overmuch, "an incident earlier in the day led to a significant setback. The Four Horsemen will not be ready for some time yet."

Apocalypse's displeasure was almost palpable. "That is not what you promised me, Essex. I well remember your first act of treason. I find myself wondering if you intend to try once more."

The emphasis the ancient mutant placed on the word "try" left little doubt that he would deal with any betrayal in a truly final manner. Carefully, Sinister said, "The job will still be done, my dread lord, make no mistake of that. I simply need more time."

Apocalypse gestured and one of Sinister's workers obediently appeared onscreen beside him. The workers were clones, barely sentient, and most of them had been augmented with cybernetics until they were more metal than flesh. None of them had the capacity for feeling; they just worked until they died, and then Sinister created new clones in their stead. He had given a small army to Apocalypse to use in building a new "golden room" as a token bit of cooperation. They were, naturally, designed to self-destruct should Apocalypse try to use them to build anything else.

Apocalypse placed a hand in front of the worker's chest. "Remember, Essex," he growled, "that you are now and forever my servant. I will not accept further deceit!"

Sinister guessed what was coming and closed his eyes, exasperated, as a bright flare of energy burst from Apocalypse's hand and tore through the worker's chest. "As you wish, dread lord," Sinister said, somewhat perfunctorily, and terminated the relay.

He left the room; Sabretooth, waiting in the hallway by the door, kept pace with him as they walked to the chamber where the Rogue girl and Danvers were being held.

"The others want something to do," Sabretooth said.

Sinister made a disdainful noise. "Send them into the sewers again. See if they can find any more survivors - better yet, see if they can find the osteomorph child. But have them stay close. I may need their assistance."

Sabretooth grunted and turned down a side hallway.

Before he saw to Rogue, Sinister paused to check on one of the four future Horsemen. He was pleased to see that he had lost none of his surgical skills; the sutures in the superscapular stumps were closing nicely, with good granulation, and the prototype healing devices had done their part flawlessly. The first and smallest of the cybernetic implants had taken root in the flesh and would be ready to bear further additions soon.

He adjusted the sedative drip on Worthington and left.


	4. Lost

Note: The saw that Warren grabs is a Stryker saw, commonly used to cut bone in autopsies and such. I chose that particular saw because 1) I knew about it already (from Dr. William Maples' excellent book Dead Men Do Tell Tales) and I hate doing unnecessary research, and 2) the chief villain of the X-Men story "God Loves, Man Kills" is Reverend Stryker. Gotta love those  
references. :)

Also, apologies for the jumpy timeline. It should straighten out after this chapter.

* * *

Though his bark cannot be lost,  
Yet it shall be tempest-toss'd.

- 'Macbeth,' Act 1, Scene 3

* * *

EARLIER

Warren opened his eyes and immediately regretted it. The light stung, sending a sharp bolt of pain through his skull. Beyond that, it woke him up, and he remembered why he'd surrendered to unconsciousness in the first place. The kid... the fight in the sewer... Carol. He had a brief moment of panic before he recalled that Carol was okay. And boy, there was a story behind that; he needed to find her and get some answers.

He groaned and pushed himself up, eyes half-shut against the light - which, he could now tell, was just an ordinary overhead fluorescent. He wasn't surprised to find that he was wearing his Angel costume and nothing else; his civilian clothes had been lost early into the fight. Something was restraining his hands behind his back, and his wings had both been clamped so that he  
couldn't spread them. The wings, at least, didn't bother him; it was similar to the harness he'd worn beneath his clothes all through prep school.

An experimental tug revealed that his wings were bound too tightly to squirm out of. Despite their size, the bones and musculature had remained extremely flexible - which was how he'd been able to cram them into a harness for years. Apparently whoever had captured him knew that. Just more bad luck, it seemed.

The tug also showed that his wings were chained to the wall. Squinting, he twisted into a sitting position and tried to figure out where exactly he was. The corner of a room somewhere. The floor beneath him was clean tile, and the walls were polished metal... not the sewer. It looked like a morgue. But morgues didn't have rows of cages and stainless steel equipment, and they  
certainly didn't have a small, crying child tucked away somewhere out of sight.

"Hello?" he said, softly. "Leech?"

The crying abruptly stopped, and then, tentatively, a tiny voice said, "Sarah."

"Sarah," Warren repeated, trying to sound encouraging. "Are you a Morlock?"

"Uh-huh. Leech is my friend. He went to get help when the bad people came."

Warren sat up straighter, trying to see where the girl was. "Yeah, he found me and I came to help."

There were a few sniffles and then Sarah said, with awe in her little voice, "Are you the angel?"

Warren opened his mouth to reply, but a new voice cut in. This one was male, oddly sibilant, and much less friendly. "There's no such things as angels, stripling."

A cage rattled sharply, and Sarah made a choked, panicked noise. Warren clenched his fists. He hated to see people hurt, but he really hated to see children victimized. Someone was asking for it.

"No, our winged friend here is simply a product of a rather elegant genetic quirk," the new voice said, accompanied by footsteps. Warren waited for the man to come into view, not sure what he was going to do next but certainly intending to do something. Leap forward and bash the guy's arrogant nose in, maybe.

Then the man did come into view, and all Warren could do was stare.

Earlier, in the sewers, the Angel had descended into Hell, and Hell had not been happy to see him. Now it looked like he'd ended up in the Devil's laboratory, and the Devil was delighted with his company.

The man's face was the color of death - a bloodless chalk-white that made Warren, irrelevantly, think of an old song his parents liked: "A Whiter Shade of Pale." The colorlessness made a nasty contrast to the solid red eyes, the thin black lips, and the gleaming black armor; Warren gathered that that was the point. A small, red, diamond-shaped mark was in the middle of his forehead, matching the larger one in the center of his ebony chest, and he had a vainglorious excuse for a cape made up of strips of armor, topside black and underside red. He looked about as close to the embodiment of evil as Warren had ever seen.

"Good morning, Mr. Worthington," the man said, smiling and revealing a mouth full of white, pointed teeth. "You are Warren Kenneth Worthington III, correct? Only child of Warren Jr. and Kathryn, and young heir to an industrialist fortune?"

Warren nodded, perfectly polite, and said, "Nice to meet you, too, Satan."

The man's smile widened. "But of course - how rude of me. My name is Sinister... Mr. Sinister."

Warren started laughing. He couldn't help it; the utter ridiculousness of the past twenty-four hours caught up with him in a rush, and he was either going to laugh or cry like a baby, so he laughed. And he laughed hard and long, until he was choking for breath and tears started running from his eyes. He couldn't wipe them away, of course, not with his hands shackled behind his back, and that just made him laugh harder.

When the laughter finally started to die down, Sinister leaned toward him and asked, overly soliticious, "Are we feeling better now, Mr. Worthington?"

"I spent the night up to my neck in sewage," he said, the last gasps of laughter giving his words a humor he didn't feel, "fighting guys with big harpoons and razor discs and watching innocent people die, and I wake up here with my wings chained and find out I'm being held by a guy with a name..." - he started laughing again - "...with a name that the Village People wouldn't touch, and you want to know if I'm okay? Oh, I'm great, thanks."

Sinister tilted his head, a slight, hard-edged smile on his face. "I am, of course, glad to hear that you are comfortable in your present state."

Warren shifted in his chains, catching his breath. "I take it I'm going to be here for a while."

"Oh, indeed," Sinister said. "I trust that the news does not disturb you overmuch."

He shook his head. "You might want to tell me where Carol is, though, before I wring your albino neck."

"Charming," Sinister said, narrowing his eyes. "And in front of a child, too. But very well: your dear Ms. Danvers is being held elsewhere, as she rather unwisely chose to attempt an escape. Modern sedatives are such remarkable things, don't you think? And imagine my elation at the discovery that adamantium needles will pierce that pretty skin."

Furious, Warren lunged forward, but Sinister just stepped back and chuckled. "Patience, bird. You'll fly again soon."

With that, he turned on his heel and calmly walked out of the room. There was a faint hiss of air that Warren placed immediately as a pressurized door sealing shut. Great. The Devil's lab was up to safety regs.

In her unseen cage, Sarah started crying again.

"Shhh, shhh," Warren said immediately, trying to calm her and himself. He was putting together a plan, and at the moment it mainly involved breaking out and taking Sarah with him. He remembered the two X-Men telling him about their special school; he'd take Sarah to safety there, and get Carol out too, if he could find her. Carol was a big girl - as she'd so aptly pointed out, she could take care of herself, and better than he could at that. He thought of what she'd told him during the fight, of what she used to do for a living, and shook his head. No, if it came right down to it, Carol would want him to get the kid out first - but he would do everything he could to get her out too. "I need you to do something for me, okay, sweetie?"

The sobs gulped to a stop. "O-okay."

"Can you see the door?"

"Uh-huh. I'll tell you when bad people are coming."

She catches on fast, Warren thought, pleased. A smart accomplice would make this much easier. "Perfect."

When he'd lunged at Sinister, he'd felt the chain on his right wing give slightly. It wasn't much, but he figured that it was the best option he had, and now he leaned forward, pulling on the restraint with every bit of strength he possessed.

After a few minutes, he felt the chain wrench just a bit looser, and threw himself against the restraint with renewed energy.

"Mister?"

He stopped, breathing hard. "Yeah?"

"Are you really an angel?"

Geez. That was like being asked if Santa Claus was real; should he tell her the truth, or preserve the lie? Test my morality a little more, okay? he silently asked whoever was listening, and went with the noncommittal response, "I have wings, don't I?"

"Oh. Is your name Warren like the pale man said?"

"It is," he said, all the while thinking both, which isn't any angel's name that I've ever heard of, but maybe her religious schooling is lacking more than mine and, "pale man" is a pretty tame description.

Sarah was quiet. He waited for a moment, and then went back to trying to escape. The chain was rattling now, notably loose, and he gathered his strength for one final lunge.

The chain wrenched free with a loud chunk and Warren fell forward, catching himself at the last second. He sat up and regarded the broken link on the end of the chain, which on closer inspection had clearly been weak to begin with. "I could make a really bad joke about this," he muttered, then moved on to more important things.

He still had one chain to deal with as well as the restraints on his hands, but now that his right wing wasn't tied to the wall, he could push himself to his feet and reach one of the wicked- looking surgical instruments lying on the steel shelves. "Is the hallway still clear?" he asked Sarah.

"I can't see nobody, but I hear some footsteps," Sarah whispered. "Far away, but coming closer."

"Have to make this fast, then." He chose a saw with a circular blade, grabbed it and flicked it on behind his back, holding it to the restraint between his wrists. There was a mechanical buzz followed by a electrical short, and the pressure around his wrists abruptly disappeared. He dropped the saw accidentally, and picked it up by the handle, rubbing his wrists absently.

The blade oscillated instead of spun, but he figured it didn't make any difference so long as it cut. He turned his face away and pressed the blade to the chain tying down his left wing. Sparks flew and the blade nearly skittered off the metal and into his feathers; he twitched the wing away just in time.

After an endless second, the saw cut through the metal and the chain dropped away. Warren spent another few precious seconds tugging and shoving the clamps off of his wings. Some feathers went with them, leaving red stains. He winced, but didn't have any intention of sticking around to get his wounds bandaged.

"Sarah?"

"The footsteps went the other way," she said.

Warren stood and flexed his wings, waiting for the stiffness to go out of his knees. From his new vantage point, he still couldn't see Sarah. He took a deep breath and left the corner for the first time in God only knew how many hours.

The cages and equipment made a narrow aisle, and he walked slowly down it, looking for Sarah as  
well as anyone else who might have been taken by Sinister.

But there was no one, not until he came to the front of the room. There, next to the door, was a cage whose top was roughly even with his waist, and inside the cage was a small girl with thin pink hair, dirty clothes, a tiny rag doll clutched to her chest, and dozens of bones jutting out of her skin. Her skin was also pink, and her eyes were a shade of blue-green so pale they almost looked white.

She stared up at him with hope shining in those eyes, the bones making her look like something from a horror movie, and Warren felt his heart constrict. Just like Leech, this was more than a little child - this was a kindred spirit, a mutant whose genetic quirks were on display for the whole world to see. A Morlock, most certainly.

"Hey, Sarah," he said, kneeling down in front of her cage. There was a lock on the door, and he was glad he'd kept the saw with him. "Are you ready to get out of here?"

She nodded. He held up the saw and said, "Okay. Get as far away from the door as possible,  
and close your eyes."

Five seconds later, the lock was in a sparking ruin at his feet, Sarah was clinging to his hand, and he was peering out into the hallway.

"Okay, sweetie, we're going to have to run, and we're going to have to be fast and quiet. Can you do that?"

Sarah whispered, "I know how. Callisto teaches us."

Callisto. The name seemed vaguely familiar; he thought he remembered hearing the Morlocks shout it last night. Their leader, maybe? He smiled at Sarah, although he certainly didn't feel like it. "Perfect. Now let's go."

She tightened her hold on his hand, and he noted painfully that she had bone spurs protruding from her knuckles.

The hallway, which curved and twisted and branched and gave Warren the uncomfortable feeling that he was a mouse running a maze, had the same industrial-morgue look, and was inset with doors at random intervals. Most of the doors were shut and locked, and those that were open led to empty rooms. As they ran along the corridors, taking turns at random, he started to worry that they were never going to get out of the place, and he had the sinking feeling that finding Carol was going to be just as impossible.

Suddenly Sarah stopped jogging and let go of his hand. "Angel Warren! I hear something!"

He stopped too. "What is it?"

"I- I don't know. Not feet... I think it's a subway train!"

"A subway train?"

She nodded, a look of intense concentration on her face. "It sounds like a train."

He forced himself to be still and listen. Very faintly, he heard the rumble of subway cars from somewhere. "It does. Can you tell what direction it's coming from?"

Sarah looked at him like he was crazy. "Closer to Upworld. Higher than us. No one lives over subways - it's too dangerous. Police find you and make you leave."

"Right," Warren said. He looked at the closed doors nearest them; maybe one of them was an exit to this unseen subway line. And if it is, it's probably locked, he told himself, but what other  
choices did he have, really?

To his complete surprise, the first door he tried opened with a soft hiss to reveal a stairwell leading upwards. The sound of the passing subway train was louder, and an almost imperceptible breeze drifted down. He turned back to Sarah and extended his hand, smiling. "Let's g-"

An alarm sounded, loud and shrill, and the hallway was suddenly filled with flashing red lights. Even he could hear the pounding footsteps running towards them, along with a few shouts. One of those Marauder idiots rounded the corner - the big guy with the harpoons. He looked ready for more killing.

"Oh, fantastic," Warren muttered, all thoughts of finding Carol ruefully and suddenly abandoned. He scooped Sarah up in his arms, bones be damned, and started sprinting up the stairs.

He burst through the door at the top and found himself in a subway tunnel, relatively well-lit and, judging from the noise, just around a bend from a subway platform crowded with normal people going about their normal business. He made a move in that direction, only to be stopped by a shout from the child in his arms.

"Wait! I can fix the door!" She jumped down and kicked the door shut; the side facing the subway line was camoflauged as just another graffitti-sprayed stretch of concrete. It stood to reason, Warrn realized: someone with a labyrinthine underground laboratory was not going to give it away with a shiny steel door. While he was musing, Sarah grabbed one of the bones jutting out of her arm, concentrated, and pulled. The bone came free with a squelching, sickening pop, and she jammed it into the space between the door and the ground.

The world's most disgusting doorstop, but it might work, Warren thought as she ran back to him. He picked her up without thinking about it and they started running again, towards the platform.

Something slammed heavily against the door, rattling the bone.

Warren did not look back. He really didn't want to see what was coming; he knew very well that the big harpoon guy was going to break down the door and charge after them.

"Help us," he called out as they neared the platform. A few people backed away and ran up the stairs. "Please, help! There's someone trying to kill us!"

He had a sudden memory: They killing them! Bad people killing Morlocks - Callisto said run away, get help -

Warren wondered now, for the first time, just how many people Leech had tried to talk to that night.

He stretched his wings and flew onto the platform, Sarah burying her face in his shoulder. Her pulse was racing - an odd double beat - and he couldn't blame her. Still, he wished she hadn't, because her skull had sharp bone knobs sticking out of it.

As soon as his feet touched the platform, roughly half of the people ran.

"We're not going to hurt you," Warren said, holding up his free hand beseechingly. "We just need help, please!"

"Please!" Sarah exclaimed, lifting her head from his shoulder. She sounded almost... angry. "Angel Warren says please! The pale man is gonna kill us!"

The door was out of sight now, but he heard it burst open. More people ran away.

"Call the police!" he shouted, practically begging now. "Call SOMEBODY! PLEASE!"

The last two people on the platform turned and fled.

Warren looked over his shoulder at the unseen door, feeling true fear for the first time since they'd escaped. This was New York, after all - why was he so surprised? Sure, the city bonded under terrorist attacks, but it also let Kitty Genovese die in a well-lit residential street in front of thirty-eight people. And she hadn't even been a mutant.

"Angel Warren," Sarah said, tugging on his neck. "Beautiful Dreamer said to run to the Cathedral. Be safe there."

He looked at the stairwell, longingly, but he knew he couldn't escape that way. There were too many innocent people "upworld," and he didn't want to get them caught in the middle of a pitched battle between him and a Marauder. "Right. Tell me the way."

They ran down the track, splashing through puddles of cold, muddy water and garbage, and every step felt to Warren like he was running to his doom.

* * *

Callisto was furious.

Her tribe, her Morlocks, were but a shadow of what they'd once been. Add to that the further indignity of their homes being destroyed and she itched to kill something, anything.

But the Marauders had not breached the Alley. And for that blessing, Callisto was almost willing to overlook the rest of it.

Almost.

The Alley stretched from one end of Manhattan to the other, a full mile beneath the surface of the island. The multi-story tunnel had been built, in secret, in the 1950s by the United States government as a refuge from Cold War nukes, but it had never been used for its intended purpose. It had never been used, period, until several years ago, when Callisto had stumbled upon it after her flight from the Upworld. The Morlocks had been born there, the name of her fledging tribe chosen from her favorite H. G. Wells novel, and they had lived there for quite some time before the tribe had pressured her to move closer to Upworld.

The relocation had been a disaster. And that was the understatement of the century.

The Marauders had torn through them like tissue paper, smashing through their scattered lookouts before any of them had been able to raise an alarm. And then, when the telepaths had finally cried warning, it was already too late, and the killers had begun the assault on the cluster of cardboard underdwellings that her tribe called their new home.

The Morlocks been born in the Alley and there they should have stayed. She thought it was only right that they find refuge there now.

In the Alley, with its easily-sealed exits and vast warren of defensive points, the broken remnants of her tribe could recuperate, rebuild themselves, grow strong once again. Callisto was already organizing an expedition to Upworld to get more recruits. Until then, she was triaging her tribe: not-seriously injured took care of the seriously injured, least hurt stood watch in case the  
Marauders came back. She herself was doing both, alternating shifts constantly, relying on her mutant powers to carry her through the grueling schedule.

Right now Callisto was attending the wounded, specifically an old woman who could hypnotize anyone with a glance and few pretty words. That hadn't helped Annalee prevent Sabretooth from ripping open her side, or stopped the blood from pouring out as she lay, helpless, in the sewer passage for the better part of the night. Healer, overworked and nearly falling down from  
exhaustion, had informed Callisto earlier that the old mutant was going to die, and probably within the hour.

Until then, Callisto was going to stay with her.

Annalee's breathing was labored, especially to someone with hyperkeen senses. Callisto sat by her and held the woman's limp, clammy hand. She didn't talk, and the area around them was relatively silent out of respect.

That all changed when the Callasantos sisters came running from a tunnel exit, bounding over the prone and bandaged forms of the injured tribespeople to reach their leader. Callisto viewed their approach with a narrowed eye. The sisters had been sent out as guards on the farthest perimeter, and their return meant something big.

She hoped it also meant a chance for revenge.

Thornn and Feral slid to a halt in front of Callisto and Annalee, fangs gleaming and thoroughly out of breath.

"Marauders in the tunnels," Thornn hissed. Her tail twitched madly.

"Heading for the Cathedral," Feral added. Her own tail was still, but her ears were flattened, and the yellow fur that covered her body was standing on end.

"How far?" Callisto asked immediately, dropping Annalee's hand and standing. She gave the old woman a last glance - priority shift, no offense, you understand - and started for her nearby cache of weapons at a fast jog.

The sisters, effortlessly keeping pace, exchanged glances. "Not far. A few minutes, maybe," Feral said.

"They were chasing the Upworlder angel," Thornn informed her as Callisto began methodically strapping on her weapons. She checked her staff's spring-loaded blades before slinging it over her back. "And he - the angel - has one the children."

That stopped Callisto cold. She looked at Thornn and Feral, questioning sharply, "One of ours?"

Feral nodded. "Sarah. I saw the bones."

Callisto held still for another moment, thinking and reevaluating, and then signaled Thornn. "Get Sunder and put him in charge here. And sit with Annalee." To Feral, she said, "You - come with me."

The sisters did as ordered, and less than a minute later Callisto and Feral were navigating the tunnels that lead, somewhat circuitously, to the grand underground structure Morlocks called the Cathedral.

If the Alley's origins were shrouded in secrecy, then the Cathedral's defied explanation. It was a true church, complete with soaring, vaulted ceilings, completely buried beneath the streets of New York City. Callisto herself had no idea how it had come to be there, and until she recruited a psi who could see the past, she doubted she ever would. The mystery, however, only added to the reverence the Morlocks held for it. It was in the Cathedral and no where else that they held the sacred Ceremony of Light.

Some of the tunnels that they raced through were close enough to the surface to be populated by the ordinary underground homeless, but Callisto sensed no one. The humans had learned to stay well clear of Morlock passages - except for one man, Kieros, who had inexplicably hovered around the tribe's fringes until Callisto had finally given up and invited him in. Not as a true Morlock, of course; Kieros was a pet, an oddity, a scarecrow to be mocked. But he had stayed, and after the slaughter, Callisto had tried to find him along with everyone else. Caliban could not track humans, though, and Kieros remained among the missing.

Callisto and Feral emerged into the Cathedral's uppermost tier well ahead of the echoing noises of the Upworlders' fight. Feral growled beneath her breath. Her leader decided that this was a good time to fill her in on the plan, before the young, impulsive mutant did something to ruin it.

"Listen," Callisto whispered. "Nevermind the Marauders. Just get Sarah."

Feral frowned and opened her mouth.

"The Marauders haven't breached the Alley," Callisto said sharply, cutting off her protest before she could start. "They don't know we're still here. For the good of the tribe, we have to keep it that way."

She watched as Feral took that in, visibly struggling to reconcile her primal - and understandable - urge to revenge with the logic of her leader's words. Silently, the realistic side of Callisto added, And there's only two of us to God knows how many of them, we've been awake for over forty-eight hours straight, and neither of us could win a fight now - and damn how much we want to.

"Okay," Feral finally said, bobbing her furry head in reluctant agreement.

No sooner had the word escaped her lips than the Upworlders' fight came roaring into the Cathedral's lowest level. There was very little light in the structure - just a few ancient service lightbulbs the Morlocks had dragged in to keep them from falling on their asses whenever they were there - and Callisto and Feral had clung to the deep recesses of shadow out of habit. Now,  
the Upworlders waged war on each other without the slightest idea of the Morlocks' presence.

Callisto watched with a hunter's eye. Two Marauders, the hulking man called Harpoon and the fashion-pretty Vertigo (they could have taken them, but better to be safe), and the Upworlder angel, who was indeed carrying young Sarah. He was shielding the child from the others' attacks, something that made Callisto's opinion of him go up a few notches. Very few.

The angel tried to take flight into the vaulted room, but Vertigo sent him crashing into a wall almost immediately. He fell to the ground but quickly scrambled to his feet, still holding Sarah tightly against his chest with one arm.

"Oh, please, don't leave yet," the woman called, taunting. The Marauders were keeping their distance for some reason; perhaps more taunting, like a cat toying with its supper mouse. "This is just getting fun!"

Callisto nodded silently at her companion, pressing one finger to her lips although Feral knew better than to make noise, and they climbed and jumped in shadows down to the lowest level. There they took up a position in front of a tunnel entrance and waited for a chance to retrieve Sarah.

Callisto was not an idiot. She knew full well that they were probably going to have to run out and grab the child themselves, but she was hoping that they wouldn't. Best case scenario: the Upworlders took their fight elsewhere and left all three Morlocks to themselves.

Worst case: the Marauders captured them and the Alley was taken. She reached for her staff, curling her fingers around the metal. That was not going to happen, not while she had breath in her body.

Still standing on the ground, the angel said, "Lady, your idea of fun leaves a lot to be desired," as he looked from Vertigo to Harpoon.

That was a good idea, because Harpoon had withdrawn a spear. Energy crackled around the long, narrow metal projectile, and he threw it directly at the angel's chest with no warning.

The angel dropped Sarah and dove in the opposite direction, tucking into a smooth roll and launching upwards as he came out of it. He climbed a few yards, then swooped down and clipped Vertigo in the ribs. Callisto didn't consider the pretty face to be much of a fighter, and her opinion was confirmed when Vertigo promptly fell back, moaning and clutching her side.

The angel soared up again as Harpoon drew more spears. He was a flawless marksman - there were a half-dozen dead Morlocks to prove it - and now he flung the spears with lethal precision. But the angel darted and spun and looped, dodging everything thrown at him, until even Callisto, jaded as she was, found herself holding her breath and almost awed at the grace radiating from the winged mutant.

His luck did not hold.

The angel dropped down until he was practically on top of Callisto and Feral. Harpoon threw two of the projectiles at once. One harpoon sliced harmlessly through the air as the angel dipped and twisted to avoid it. The other caught the angel in the bone of his wing and pinned him to the wall at ground level like a butterfly.

The angel cried out in agony. Sarah, still on the ground where he'd dropped her, shrieked and ran towards him.

"GET AWAY! RUN!" the angel shouted at her, and pushed her into the shadows behind him with a vicious shove. Sarah, not ready for the action, stumbled and tripped; Callisto put out an arm and caught her neatly at the last moment. She held her finger to her lips, this time out of necessity. Sarah was too wound up to think properly and might give away their position.

"Callisto," Sarah whispered, tears in her eyes. "Angel Warren needs help!"

"No. Time to get us safe away," the leader murmured, picking up the girl and holding her with a firm grasp.

"But Angel Warren-"

"NO," Callisto growled, bringing the full force of her power and authority as leader bearing down onto the girl, and Sarah swallowed the rest of her protest.

Feral was also growling, but it was the snarl of a lioness scenting an easy kill, and she was inching toward the fight. Callisto reached out with her free hand and slapped the teenager across her face. "Do as told. Leave."

Feral hissed, showing her fangs, and then bounded off down the tunnel. Callisto turned to follow her, but paused to see what had become of the angel.

Even with one wing pinned, he was still fighting. As she watched, he managed to kick Harpoon squarely in the jaw and sent the big man backwards a few steps. Then he reached up and grabbed the spear in his wing, trying to tug it free. The effort tore another anguished cry from his throat, and Callisto, no stranger to injured body parts herself, winced in perfect understanding. The hardest part about getting stabbed was pulling the damn things out.

Harpoon was not done, though, and he stepped forward now and rammed a spear through the other wing and into the wall, impaling it as well. The angel's entire body arched as though he'd been electrocuted, and then he went limp.

Across the floor, Vertigo was getting up, and Callisto decided it was well past time to leave. She backed up slowly, hoping that the movement would attract less attention than if she simply turned and ran. It also gave her a fine view of Harpoon ripping out the spears and the angel's body collapsing, gracelessly, to the ground amid a small shower of gore and bloody feathers.

It was a pity, she thought. The Upworlder angel was handsome, and he did fight bravely. In another time and place, she might have tried to get him as her consort. She was no great beauty now - not with her face lined with scars, one useless eye hidden behind a black eyepatch, and the thick, unstyled, and greasy shock of black hair on her head - but she had grace, and power, and she could have landed him easily. After this night... only death would claim him.

Callisto did not try to shield Sarah's eyes. Let the child see what happened to weak Upworlders, to those mutants who were not strong and went places where they didn't belong.

Sarah looked, and she saw, but the lesson she carried away in her two little hearts was not the one that Callisto had intended - although the leader would not have minded had she known it. As they scurried back to the Alley, Sarah swore upon everything she held sacred that someday, when she was big enough and strong enough, she would return here and get revenge on all those evil human Upworlders who had let the angel -her angel, her beautiful savior - be dragged down and broken. She clenched her fingers around the tiny white feather she'd taken from his wing, the promise filling her with a sense of righteous purpose.

She would get revenge. She would avenge her angel. She would make the Upworlders pay.

Or die trying.

* * *

Sinister was waiting when Harpoon and Vertigo returned, carrying the unconscious body of Warren Worthington between them. They dropped the body at his feet, along with two bloody slayspears. His red eyes narrowed as he took in the damage; so angry was he at the sight that he decided to ignore for the moment the lack of the fascinating, but ultimately useless, osteomorph girl. "What happened?"

"He was about to escape," Harpoon said with no emotion in his face or voice. "There was no other way."

Sinister wanted nothing more than to break the idiot's fingers one by one. He reigned in his anger, though, and hissed, "I specifically ordered that you bring him back unharmed."

"There was no other way," Harpoon repeated, still irritatingly stone-faced.

Sinister drew back his lips in a silent snarl, then gestured at Worthington's body. The white feathers around the wounds had become a slow, seeping dark red that, rather ironically, matched the red of his costume. "Take him into the main operating room. And try not to maim him further on the way there, hmm?"

Harpoon and Vertigo did as told. Sinister stayed behind for a moment longer, hands clasped behind his back. This was an unscheduled complication, although not an entirely disastrous one. He did have, after all, some expertise in the realm of cybernetics, and the challenge of building anew an angel of death was... intriguing.

He kicked one of the bloodstained slayspears. Perhaps the imbecile had done him a favor.

Chuckling at the thought, Mr. Sinister turned his mind to the surgery awaiting him in the operating room. Amputations, as a rule, were never without difficulty...


	5. Speak True

What, can the devil speak true?

- 'Macbeth,' Act I, Scene 3

* * *

Sinister was not surprised to see that Danvers was awake. The last dose of sedative he had given her had been intentionally small. However, he was a little startled to see that the Rogue girl was also conscious; evidently she was more resilient than he had thought.

Well, that only helped to serve him in the long run, didn't it?

This room was one of the more spacious ones, big enough to hold some of his larger equipment, and he had taken the precaution of restraining Danvers and Rogue on opposite sides. Taking a further lesson from Worthington's embarrassing escape, he had made the restraints of thick, tempered steel - adamantium in Danver's case - and had also removed anything that could be used to cut through them.

"Back for more, creep?" Danvers asked, rather cheerfully, the second he entered. She had been restrained via wrist, waist, and ankle clamps to a movable platform, currently adjusted to a roughly vertical position, and her mangled street clothes had been removed in favor of a bland uniform with no sleeves - the better to administer injections. The restraints had not, evidently,  
dampened her spirit.

Sinister smiled, making sure that she saw that the injuries inflicted upon him by her earlier outburst were long since gone. "In a manner of speaking, Ms. Danvers; I wanted to see how your roommate is faring. I understand her evening has been decidedly rough."

He crossed the room to the Rogue girl, shackled like Danvers on an identical platform. On closer inspection, he saw that she had just come out of the sedative's grasp and was not truly awake. "How are you, my dear?"

She blinked fuzzily and pulled against her arm restraints. "Where- Where am I?"

"My laboratory," he said, checking her pulse with two black-gloved fingers. It was slightly faster than the average measurement he had compiled as she slept - no great shock, considering her current situation. "Where you will remain for the conceivable future. My name is Mr. Sinister, by the way."

She blinked at him again, clearly trying to put all that together, and then her eyes widened. "What about Risty?"

Sinister successfully kept himself from laughing, but it was a near thing. "Your friend is unharmed, and will remain that way pending your continued good behavior."

"Why? What do you want with me?" she asked, now fully awake and beginning to muster a defiant attitude. That would not do. He placed his hand around her jaw, leaning forward so that she would understand that he was firmly in control of her destiny.

"You," he said, tightening his grip, "are going to be a weapon. My weapon. My... insurance."

Rogue tried to pull her face away, but his fingers tightened further.

"Oh, for God's sake, leave her alone," Danvers exclaimed. "She's a kid - there's no reason to taunt her like that."

Sinister chuckled and squeezed Rogue's jaw one more time, bruising her, and let go. "Ms. Danvers, do be careful what you wish."

The intercom unit on the wall buzzed sharply, breaking the mood, and Sinister strode over to it with no small amount of annoyance. "What is it now?"

"We found something," Riptide's voice said.

Sinister exhaled. Could the fool be more vague if he tried? "What is it?"

"We're not sure. But whatever it is, you're gonna want to see it."

"I'll be there shortly." Sinister turned to the two young women and sketched an abbreviated half-bow. "Please, make yourselves comfortable until my return."

And with that, he went to see what his idiot mercenaries had discovered.

* * *

From a concealing doorway two rooms away, Mystique shifted out of Riptide's form and watched as Sinister sealed the door behind him. She was, to put it mildly, ready to rip the lying bastard's throat out.

Sinister had told her that he knew how to bring Rogue's power under control, and because of that, she had temporarily bartered her soul into his service once again. But less than a minute ago, as she stood in the hallway and listened to him gloat over "his weapon," she came to the grim conclusion that he had been stringing her along from the very start.

Mystique really hated that. It meant that now she was going to have to kidnap Rogue again, risking Xavier's wrath, Sinister's revenge, and her own neck. The last part bothered her the most. She lived her life by the motto "discretion is the better part of valor" for a reason, and that reason was that she had no desire to get killed.

No, no, it was so much nicer to have someone else do the dangerous work. Add to that the minor problem that she lacked the skills to break into the locked lab room, and there was only one way left to get out of this situation. To that end, she waited until she was sure that Sinister had exited the complex and ducked back into the communications room, where she dialed a familiar number.

"Hello, Xavier Institute. Can I help you?"

The Daniels boy. Denser than a brick, and half as observant. If asked about it later, he probably wouldn't even remember the call. Perfect. In her best airheaded-teenage-girl voice, Mystique said, "Hi! Is, like, Remy there?" She giggled a little to reinforce the characterization.

"Uh, sure, hold on," he said, and evidently set the phone down before yelling, "Remy! Phone!"

Mystique waited impatiently for the thirty-one seconds it took LeBeau to pick up and say, casually, " 'lo?"

Using her real voice, Mystique said, "Drop whatever you're doing and get to the New York lab complex. Our old friend Essex is prepping your girl for an experiment as we speak. Come alone or forget it."

Then she cut the connection without waiting for a reply. If anyone was running a trace, they would have had time to complete it - but she was betting that Sinister's lines were sufficiently encrypted to prevent that.

She estimated that they had about fifteen minutes before Sinister returned from his wild goose chase. That was not nearly enough time for LeBeau to reach the lab, never mind carry out a rescue, and it would be stupid for her to be there when Sinister got back.

Mystique finished her preparations and started, unhurried, for the surface.

* * *

Remy LeBeau was not one to panic. But Darkholme's call had launched him into a blind nightmare of fear and anxiety with a single word: Essex.

The idea of Rogue being anywhere near Essex absolutely terrified him, because he knew what the doctor could do in the name of science. What he would do. And none of it was nice.

He had dropped the phone and sprinted back upstairs, ignoring the concerned voices of the other students, hoping beyond hope to find Rogue sprawled back across her bed doing homework. All he had found were her textbooks and a half-completed set of math problems. She was still gone.

There, standing in the room she shared with Kitty, his fear had blossomed into anger, and he felt his eyes glow with unspent energy.

First he was going to save Rogue. Then he was going to kill Darkholme for leading her into trouble in the first place. And then he was going to do what he should have done two years ago: put a stake through Essex's cold heart.

And he was going to do it by himself. He knew Darkholme well enough to know that when she said "come alone or forget it," she wasn't bluffing. If he showed up with the X-Men ready to rock - if he even brought them along as the calvary - she would drop the whole thing, and then he and Rogue would both be out of luck.

He left Rogue's room and went to his own; he had to share with two of the younger kids, but Bobby and Sam were still getting kicked around in the Danger Room. He could do what he needed to and get out of there without nosy witnesses.

Gambit did a quick-change out of his regular clothes and into the Thieves' Guild body armor, making sure that all of the outfit's hidden pockets were full. The last thing he wanted to do was run out of ammo; he tucked three fresh decks of cards into his trenchcoat's pockets, slipped his bo-staff into its place on his back, and shrugged the coat on. As a last measure, he took the slim, rectangular X-Men communicator that had been given to him and tucked it into the waistband of his coat.

Then he took a series of deep breaths and forced himself to calm down before he blew something  
up. Don't panic, he told himself. Use your brain. Think like a thief, not a high-school kid.  
And why are you panicking anyway?

He realized with a small jolt that he liked Rogue a hell of a lot more than he'd thought. "And what a time to figure it out, salaud," he muttered to himself.

He opened one of the room's big windows - which weren't supposed to be opened without setting off an alarm, but he'd taken care of that five minutes after he moved in - and jumped effortlessly to a branch of the large tree growing conveniently nearby. From there he used his bo to push the window shut again, and dropped the rest of the way to the ground.

Much like Rogue had earlier, he clung to the shadows as he ran across the lawn. Unlike her, though, he didn't head to the wall. He went straight to the garage.

For a moment, he considered taking Wolverine's bike again, but decided against it. He didn't know what condition Rogue was gonna be in when he got her out of the lab. What he needed was a car, and preferably a fast one.

So he took Scott's.

Remy knew a little about cars (most of it how to steal them), but he knew that this particular convertible was a vintage 1966 AC Shelby Cobra, if only because Scott had told him - and with no small amount of pride when he did. It was fast, it was cool, and the engine was almost perfectly silent since Scott obsessively maintained it. Up until this point, Remy had refrained from borrowing it out of respect; Summers was a stiff, but he hadn't gone out of his way to make the life of Jean-Pierre's favorite son miserable.

He figured Scott would understand, especially if he couched his explanation in terms of "pretend it was Jean who needed saving."

Remy made it out of the Institute's gates without incident and set a course for New York City.

"Hang on, chere," he said to the night sky, and floored the accelerator.


	6. Ethers Tragic

The heavens spit me out  
From ethers tragic I am born again

- from "The End Is The Beginning Is The End" by The Smashing Pumpkins

* * *

In the lab, shackled to a cold steel table, Rogue cursed herself for a fool. She had to be, because only an idiot would have wound up in this situation. She'd had a thousand and one chances to avoid it, and yet here she was.

She ran through the list point by point. If she'd just been faster she could've gotten away from Vertigo. If she'd been stronger she could've overpowered the big woman and the rest of Sabretooth's buddies. If she'd been smarter she would've told one of the X-Men where she was going. Heck, if she'd been smarter she would've discussed Risty's idea with Professor Xavier before ever saying yes or no. But she hadn't, she hadn't had the skill or the brains to do any of that, and now she was going to pay for her idiocy.

And she had the sick feeling in her gut that she was never gonna see Remy again.

She closed her eyes and leaned her head back, resting it against the metal, and starting condemning herself all over again.

"Hey."

Rogue opened her eyes and glared at her "roommate." "What?"

"Don't beat yourself up over this," the woman said, nodding at their surroundings. "If they got me, they could get anyone."

"Whatever," Rogue said, dismissing the whole conversation.

The woman tilted her head to one side, looking at Rogue with a curious half-smile. "That's a pretty heavy attitude."

"Yeah, well, maybe I got a reason for it."

The woman blew her blonde hair out of her eyes and said, "Yeah, well, it looks like we're going to be here by ourselves for a while. Introductions?"

She sighed and said, grudgingly, "I'm Rogue."

"Carol. Your name is Rogue?"

"Yeah. I had it legally changed."

"Really?"

"Of course not," she snapped, frustrated with the universe in general.

"So what is it?" Carol asked, and when she got no response, said, "Okay, I'll just start guessing. Marie? Kate?"

Rogue wrinkled her nose in distaste. "Try 'none of the above.' And I ain't gonna tell you anyway, so you might as well drop it."

"Fair enough," Carol said, nodding. She still looked amused. "By any chance, you didn't see a guy with wings on the way in, did you?"

"No, they had me sedated or something," Rogue said, but she looked at Carol with new interest. "A guy with wings?"

"Big, white wings. Feathers and everything. It's okay if you didn't," Carol said. "I'm fairly sure they've got him in isolation - he tried to escape this morning, or so I heard."

"I have seen him," Rogue said, now definitely excited; it wasn't much, but if Carol knew one confirmed mutant like the Angel, it made her hope that maybe the other woman knew someone else - someone else who was ready to play calvary. "At Christmas. We were investigating the angel sightings, and we wound up fightin' alongside him."

Carol, too, looked as though her interest was peaked. "So you're a fighter?"

Rogue hesitated, not sure how much more detail she should go into. "Yeah, I, uh, I've had some trainin'."

"With a group." It wasn't a question. Rogue's face must have given her away, because Carol smiled. "You said 'we.' 'We were investigating.' "

"Oh. Yeah, with a group." Rogue bit her lip and then asked, point-blank, "Are you a mutant?"

Carol laughed. It was a surprisingly beautiful and genuinely joyful sound, especially given their circumstances. "Oh, Rogue, I'm a lot more than that."

"How-" Rogue started to ask, but the rest of it died on her lips as the locked door slid open.

"Ah, getting to know each other, I see," Mr. Sinister said, looking from Rogue to Carol and smiling another one of those pointed-teeth smiles. "Remarkably prescient of you."

Carol tossed her head back and said, with no small amount of scorn, "Get bent."

Rogue nodded emphatically, scowling at him. "And jump off a cliff while yer at it."

Sinister's smile never dimmed. "My apologies for the delay; there was some confusion regarding an inconsequential matter. It now appears that we will have to move forward at an increased pace. Shall we begin?"

* * *

Mystique tapped her foot impatiently. They did not have much time, and she already knew that they were going to waste several precious minutes in a blame-tossing session. In a way, she recognized that it was her fault and hers alone, but she also held LeBeau partly responsible. If it wasn't for his constant, irritating presence, she might not have been forced into accepting Sinister's offer so quickly, before she had the chance to properly evaluate the situation.

She was staking out a shadowed street corner some distance from one of the hidden lab entrances - the one she knew LeBeau had used before, and thus was most likely to use again. Traffic was light to nonexistent, so she spotted the headlights from a good way off. Shifting her eyes to a better shape - cats had excellent night vision - she could also see that the car attached to the headlights was Summers', and it was indeed being driven by LeBeau.

She calmly stepped out of the shadows and into the path of the car; he slammed on the brakes and sent it into a controlled, squealing stop that caused a small cloud of smoke to billow from the wheels.

"Does Cyclops know you've got his car?" Mystique asked, crossing her arms over her chest.

"Don' start wit' me, Darkholme," LeBeau snarled, his accent coming through much stronger than usual. He shut off the engine and jumped out of the car. "You so far on my bad side right now you don' wanna know it."

Mystique studied her fingernails. "Mm-hm. Ready to listen?"

LeBeau stopped an inch away from her, anger written all over his face. "No. Talk."

She smiled, knowing it was not a nice smile, and started to say, "He's holding her in the-"

His hand shot out and grabbed her by the front of her outfit, yanking the black material - and her - forward. "WHY?"

"Because," she said, eyes narrowed, and he let go in frustration when she said nothing else. She brushed off her top, and added, "You don't understand, catfish - I was trying to help her."

"Your kind o' help no one need," he said. "An' how if you tryin' t'help her, you got t'call me now, got t'save her, hahn?"

"Because I was lied to," she said, drawing herself straighter to help deflect the humiliation of that statement.

"You t'ink you can dance wit' the devil an' not get lied to?" he demanded, managing to look incredulous and outraged at the same time. "Essex ain't do nothin' but lie!"

"I know that," she snapped, and immediately regretted it; it made her seem foolish and petty. The latter she'd own up to, but not the former. Not for a moment, and especially not in front of a sorry little sneakthief like LeBeau. "Essex had no intention of giving her control over her power. He's using her to create a weapon of some kind. I don't particularly like that idea."

He snorted. "Only 'cause the weapon ain't gonna be yours."

She scowled. The idiot was right, but she wasn't going to admit it. "Get this through that thick Cajun skull of yours, LeBeau - I care about Rogue just as much as you do-"

"Got a strange way showin' it," he muttered.

"-and I don't want that butcher to hurt her," she finished, choosing to ignore the interruption. "Which he will do if we stand out here and argue all night. Agreed?"

LeBeau looked at her critically for a long moment, then nodded with visible reluctance. "Oui."

"Good. Then listen..."

* * *

"Absurdly low-tech, I know," Mr. Sinister was saying, tightening the metal band on Carol's arm, "but it should do the job just fine."

Rogue, her own arm bared to the elbow, tried to break out of her restraints again. Their tables had been adjusted so that they were side-by-side, and she knew what was coming next. She also knew that there was absolutely no way to get out of there.

She would've been cursing herself, but she had the feeling it was a little too late for "if only's."

Sinister selected a syringe from the tray on the nearby counter and held it up, critically examining the contents. Rogue held her breath; she wasn't exactly scared of needles, but the wicked point on this one made her fearful. She hoped he wasn't going to stick her, then felt guilty for wishing it on Carol.

"A paralytic agent of my own design," he said, depressing the plunger until the clear liquid beaded up on the tip of the needle. "Thus far, it's worked very well on mammals, including lesser primates. This should be a most informative trial run, as well as preventing a repeat of this morning's foolishness."

"Get on with it, already," Carol said, tossing her hair out of her eyes with unfractured bravado. "I'm getting bored."

Sinister smiled. "And your new friend is hurting herself. Rogue, dear, please stop that."

Rogue, who had been jerking against her arm restraint in a hopelessly futile attempt to free herself, glared at him and did not stop, despite the fact that her wrist was chafed red and starting to bleed. "Bite me, you sick creep!"

"Manners, manners," Sinister said, making a tsk noise of reproach. His tone hardened as he gestured with the syringe. "I wasn't intending to use this on you, but I will if I must."

Carol said, "Just stop, Rogue. It's not worth it."

Rogue looked at her confident, unafraid face, so accepting of her fate, and at the gleaming syringe. Part of her wanted to go out fighting, and part of her wanted to curl up meekly and avoid further pain. She'd never been a situation like this; the closest experience she had to draw upon was when Magneto kidnapped her and the others and held them on Asteroid M, but he had never tried to run experiments on her.

With a final lunge against the metal and shout of raw anger, she gave into Carol's advice and stopped struggling.

Sinister nodded, a pleased smile flickering across his bloodless features. "A wise choice." He turned and calmly selected a vein in Carol's arm, then put the tip of the needle onto her skin. "This may sting," he told her, and shoved the needle down. There was a moment of resistance before the needle punctured the skin. A second later he emptied the syringe of liquid, and a network of red lines began spreading beneath Carol's skin, following the blood vessels. Rogue, now sick with dread right to her core, wondered three things: what the hell was that stuff, how much did it hurt, and was in store for her?

Carol flinched, but that was all. She turned a wide, insincere smile on Sinister and confided in a stage whisper, "I've had better."

"I'm sure you have," he said, and returned the syringe to the tray. He stepped out from between the tables and pushed a quick series of buttons on the tables' controls that made them move closer together. Then he walked to the intercom unit he'd used before and said, "Sabretooth. I'll be needing you shortly."

"Be right there," Rogue heard Sabretooth say, faintly and through a lot of static.

With a smug, arrogant look that Rogue just itched to wipe off his face, Sinister returned to them and checked Carol's arm.

"I can't feel anything," Carol told him, almost bored.

"Splendid. I have to warn you, of course, that lying will result in some... unfortunate consequences for Rogue and her dear friend."

Carol rolled her eyes. "You're obviously bent on running some kind of hideous experiment with the two of us, so why not get it over with before we all die of old age, hmm? Even HYDRA scientists don't take this long. Less talk and more torture."

"Again," he said, removing her wrist restraint and testing her arm one more time, "do be careful what you wish for, Ms. Danvers."

Sinister then turned to Rogue. Before he could do anything, Rogue said, "Lemme guess. 'This may sting.' "

He inclined his head marginally. "Actually, I suspect it will feel far worse than that."

She swallowed hard and steeled herself for whatever was coming. "I hope you die," she told him, with every bit of feeling she could muster. "I hope you die a miserable, hurtin' death, and I know that when you do, you're goin' straight down to burn in-"

But she never got to finish her sentence, because Mr. Sinister calmly brought Carol's hand into contact with her arm, and her mutant power kicked in immediately. She sucked in a breath. The last thing she realized before everything went crazy was that Sinister meant to hold the contact as long as possible.

And then she was lost, swamped under a deluge of telepathic information without beginning or end. Carol's life flashed through her mind like a tape running backwards and forwards and skipping over random intervals, showing her birthday parties, a bubbling tank of goldfish, reading books by nightlight, partying 'til dawn, fighter planes soaring overhead, stars stretching forever, a first kiss, a last kiss, dodging gunfire, barking orders, a new puppy, a mother, a father, a badge with her name on it, an arcing pillar of smoke, jumping out of a plane, flying, falling, flying again, blue skies, the ground far below, blue- and white-skinned men fighting, a burst of light from a strange weapon, a new car, interviewing for a job, a young man with serious eyes and a warm smile...

And the images, the memories, went on and on and on until they blurred into one single, swirling mass that spiraled out before her mind's eye into infinity and then looped back to swallow her whole.

She started to scream.


	7. Snares

Note: Yes, that's a real church. They have a website - although I can't find the URL again for the life of me. Ah well.

* * *

If somebody up there likes me somebody up there cares  
Deliver me from evil save me from these wicked snares

- from "Saint Augustine In Hell" by Sting

* * *

Sabretooth was getting bored. He didn't mind getting pulled off the pointless tunnel search, but he did mind being forced to wait outside the lab door while Essex did whatever it was he was doing. So far, it involved a lot of screaming, which was why he minded being forced to wait outside. Essex had all the fun.

He was also getting restless. He knew some of the Morlocks had escaped the killing last night, and now that one of the X-kids was involved, the chances of discovery by Xavier or another of his kind had racheted up considerably. The smart thing, in his opinion, would be to clear out of the lab now and finish all the experiments somewhere else. But he had the distinct idea that  
Essex - he couldn't get used to calling the guy "Mr. Sinister" - was under a lot of pressure to wrap things up fast.

Thing was, he couldn't imagine who or what could put that type of pressure on Essex. He'd worked with the scientist for a long time - off and on, of course, since he'd worked with a lot of other people - and he'd never known him to do anything except in his own sweet time.

The screaming cut out abruptly, and Sabretooth straightened, hoping this meant he would get to do something. Sure enough, Essex emerged from the door a few moments later and inclined his head in Sabretooth's direction - an obvious order to someone who (frustratingly) spent most of his time following orders.

He followed Essex back into the lab and, without much interest, saw that both Rogue and the blonde were unconscious.

"Take Ms. Danvers to the surface and dispose of her body," Essex said, releasing the metal shackles holding the blonde to the table. "She's of no further use."

Sabretooth caught the body before it fell and easily slung it over his shoulder.

"The others are to have no knowledge of this," Essex added as he reached the door. The warning was crystal clear, and he wondered about it for a moment. Essex had been keeping the other four in the dark about Danvers; what was that about? Just as quickly, though, he forgot about it. He wasn't supposed to think. He was just supposed to do the heavy lifting. And besides, it didn't really matter to him as long as he got paid.

Sabretooth grunted acknowledgement and started the long job of lugging the body to the surface. He was hearing a pulse and some faint breathing, so Danvers wasn't dead, but she sure wasn't going to be giving anyone trouble anytime soon.

The other Marauders were out in the sewers, looking for live flesh, and there was no danger of running into them. He could still smell Angel's scent in the hallway, and, stronger, the little bone-girl's, and he made sure to take another exit route just in case the authorities were poking around in the subway.

He came up in an alley in Brooklyn and shifted the body to his arms while he tried to figure out what to do with her. Essex had ordered her "disposed of," which carried a very specific set of connotations. She was alive, so either he killed her, or dumped her somewhere out-of-the-way. Ordinarily - if she had been awake - he would have killed her. But there was no joy to be had in killing someone who couldn't fight back, couldn't beg and plead for their life, couldn't scream in pain and fear.

The Morlocks had been a lot of fun.

He thought about what to do with her body, and decided he didn't feel like killing her, so he started thinking about where he could leave her. A hospital was the first choice, but getting there unnoticed was problematic. So where else?

Sabretooth growled. He didn't like this. He didn't like following Essex's orders like an obedient servant (at least not when they didn't coincide with his own wishes), and he really didn't like being faced with a dilemma with no easy solution.

The problem was solved when he sniffed the air and caught the faintest trace of incense underneath the layers of city smells. Incense meant a church, somewhere nearby, and a church was as good a place to dump a comatose woman as anywhere else.

He left the alley, the body still in his arms, and saw the church almost immediately. There were a few people on the street, but he ignored them and they ignored him, and no one raised a fuss when he disposed of Carol Danvers' body on the doorstep of the convent of St. Gabriel the Archangel and then left just as calmly as he'd come.

He didn't go back to the lab immediately, but instead took his time wandering around the city, looking for some excitement - or at least a few cheap drinks.

Which made things infinitely easier for the people who were trying to break into the lab.

* * *

Mystique, who was not as stupid as she looked, had opted to shift into Sabretooth's form for the duration of the rescue mission. As a disguise, it would fool the bad guys for maybe a minute, since "Sabretooth" would be walking, placidly, with Gambit. Everyone - especially Essex - knew that the real Sabretooth and Gambit had a long-standing dislike of each other, stemming back to the time two years ago when Sabretooth had tried to eviscerate Remy LeBeau, and Remy Lebeau  
had retaliated with a charged card in a very bad spot. The only good thing to come out of that, in Gambit's opinion, was that his injuries had been bad enough for Jean-Pierre to pull his son out of Essex's service. And the pampering by Belle during his recovery hadn't bothered him either.

After Mystique had filled Gambit in on Essex's recent operations, they'd stashed Scott's car in a better hiding place than the middle of a street, and had made their way back to the lab entrance. That had been a more difficult job than it might have been, because they were trying to avoid the cameras and other sensors that Essex had set up around the perimeter. But they'd managed to make it without being seen; they could tell only because Essex would have sent the Marauders  
out if he knew they were there.

Gambit hung back as Mystique entered the appropriate code at the door. He didn't bother trying to memorize the numbers, because he knew Essex would change them after tonight. This morning, he amended, checking his watch. They were on the other side of midnight now; he'd been up for almost twenty-four hours, but he didn't feel tired. Just the opposite, actually.

Silently, they entered the door, with "Sabretooth" leading the way. Gambit followed at a discreet distance, a handful of cards out and ready to go. He'd been in this lab once before, on a brief visit that had lasted under an hour, and if he'd been on his own this time he wasn't sure he could have found Rogue.

Mystique was taking her time, peering carefully around corners and pausing at every door that looked like it might be open. Gambit understood the need for caution, but it was driving him insane to creep along at a snail's pace while Rogue was in danger.

Hang on, chere, he thought, urgently.

Mystique's already painfully slow forward movement stopped altogether. He was about to ask her why when he heard the unmistakable sound of approaching footsteps.

Without a word and without a sound, Mystique and Gambit retreated to the nearest door and slid inside the darkened room beyond. She kept the door open just a crack, shifted into a small shape - looked like a white lab mouse, but he wasn't sure - and took up a position that allowed her to see into the hallway. For his part, Gambit hid behind the door and tried to cover the glow from his charged card.

The footsteps drew nearer, then proceeded down the hallway without a single pause. When they had faded away completely, Mystique shifted back into Sabretooth and whispered, "Essex. He came from the lab where Rogue and D- ah, where she was being held."

He caught the near-slip and narrowed his eyes. It figured - even now, Mystique would play it cagey. "Well, then, we should hurry 'fore he comes back."

She said something disparaging under her breath and opened the door again. Back in the hallway, they moved at a faster pace, passing doors and hall junctions without stopping. Finally Mystique came to a halt in front of a door with a lock mechanism on it.

"Well?" she demanded, gesturing at it.

He studied the lock for a moment, forcing down his concern over Rogue and reminding himself of his earlier admonition. Think like a thief, not a high-school kid. Good advice.

"I can crack it," he finally said, and had the surreal experience of watching Sabretooth smile a smile that was pure Mystique. "Gonna take a minute, though."

"Then stop talking and get started," she snapped.

He rolled his eyes and crouched in front of the lock. It wasn't code-based, which was lucky because they didn't know the code, and it wasn't anything fancy like a DNA print or retinal scan, which was lucky because not even Mystique could duplicate DNA and he wasn't sure she could perfectly duplicate a retina. No, it was just a simple lock dressed up as something bigger -  
although to someone who hadn't been trained by the Guild, it would have been a nightmare.

He pulled out his lockpicks from their place in his body armor and got to work, muttering, "Can't believe you haul me all th' way down here jus' t'open a lock... couldn't get it yourself, hahn?"

She made a pretty convincing growl. "Shut up."

He smirked and went back to the lock. A second later he felt it click in all the right places and the lock mechanism released. He stood and tucked the picks away, pulling out cards instead.

Mystique opened the door - and the alarms went off, filling the hallway with flashing red lights and a piercing siren.

"Oh, very nice, catfish!" she yelled at him over the noise, looking extraordinarily irate.

"Hey, I say I open it - never say I disable it!" he yelled back, and pushed past her into the room. What he saw made his heart stop and froze him in place. Just for a moment.

Rogue was unconscious, lying on her back on some kind of metal table, restrained with metal clamps over her wrists and ankles - but he still held out hope that they'd made it in time, because she looked unharmed. Mystique came in behind him and made another growling noise.

The moment of immobility passed, and he moved forward and tried to pop the restraints open. No go. There was a control pad, but he didn't know the code.

"Don' worry, chere, have you out in a second," he murmured, leaning over her, and tapped the center of each restraint. The touches left behind faint orange-pink glows, and he shielded her face when the minature explosions went off.

"Sabretooth" shoved past him and grabbed Rogue, lifting her easily. The alarm was still going off all around them; as they went back into the hallway, he thought he heard people shouting. Ahead of them, at a corridor junction, a door came down over the hallway that led back to their entrance point.

"We can't go back the way we came!" Mystique said, stating the obvious. Not as dumb as she looked? Right.

"Don' be so sure," he told her, and charged a card as high as it could take. It wasn't a blast door, just a deterrant, and he thought a well-aimed card would do the trick. He threw it and sent another one after it, just in case - an unnecessary action, because the first card blew a large, shredded hole in the door. He didn't see what became of the second card, but it didn't matter.

They ran down the hallway at top speed, the Marauders shouting and close enough for Gambit to hear their voices. A few razor discs went blurring past his face, wildly inaccurate, and embedded themselves in the metal wall around them. But they had too great a lead, and by the time they hit the street, he knew they were clean away.

He jumped into the car and started it while Mystique strapped Rogue into the backseat. Then he hit the accelerator for all he was worth, and the trio fled into the night.

In the backseat, Rogue's face tightened into a brief grimace. With some last, struggling vestige of consciousness - so softly that neither of her rescuers could hear it - she breathed a name she'd never known: "Warren."

* * *

"They got away," Harpoon reported, leading the four Marauders back into the laboratory complex.

Mr. Sinister, waiting for them by the ruined hallway door, was not surprised. Thus far the Marauders, aside from Sabretooth - and where the hell is that savage? He should have returned by now - had proven to be astoundingly ineffective. He had already resolved to never use them again, and was eagerly awaiting the moment when he could dismiss the whole lot.

"Scour the vandalized lab and see what you can find," he ordered, not bothering to hide the anger in his voice. The only thing preventing him from killing them all right now was the cautious hope that whoever had stolen the Rogue girl would be easy to trace.

He had already discovered that the surveillance systems within the complex itself had been disabled - through the unsubtle means of a smashed control panel and gutted wiring. That bespoke impatience. He was highly annoyed, but he was also curious to learn who had been behind it.

The mercenaries went off to do as told, leaving Sinister to examine the charred metal of the door. It had clearly been in an explosion, but the nature of the explosive eluded him for the moment. Perhaps in the debris - those fragments that had been blown into the hallway beyond - perhaps there he would find something.

He stepped through the gaping hole, making a metal note to strengthen the doors, and looked down at the debris. One object immediately lept out at him: a small, thin, roughly rectangular shape with varicolored markings.

He crouched and picked up the object, holding it gingerly between thumb and forefinger. The image was singed, but still recognizable: a jack of hearts. Fury bubbled up within him. LeBeau. That little pickpocket, to whom he had shown so much mercy...

Could not have done this alone, Sinister realized suddenly. Security had been modified since LeBeau had last been in this particular laboratory complex. He would have needed an inside source in order to bypass everything, and the list of suspected turncoats was short. Sabretooth was not the kind to collaborate with former enemies. And the only other member of his band  
who had known the whereabouts of the Rogue girl was Mystique. Two betrayals in one night; quite the record.

Behind him the Marauders returned. "Nothing, boss," Arclight reported.

Sinister ground his teeth. Not only were they stupid, they were blind; the evidence was there in front of them. He stood and held the card up so that they could see it.

Vertigo frowned, clearly confused. "What does that mean?"

"It means Xavier has one of my experiments," he snarled, crunching the card in his fist. Not just any experiment, of course - the sole experiment that was designed to break him free of Apocalypse's thrall. It was gone, all gone, and he renewed his determination to make LeBeau and Darkholme regret their actions.

Unaware of the implications, the four Marauders looked back at him like the ignorant mercenaries they were.

"You want us to... fix it?" Riptide asked, exchanging a glance with the others.

Sinister considered that for perhaps a fraction of a second. "No. You've botched things well enough already. No, I must now give them something larger to concern themselves with. Riptide, Arclight, with me. The rest of you... amuse yourselves."

He turned on his heel and strode down the corridor. Riptide and Arclight obediently followed. The project timetable had suddenly sped up once agin, and four larger experiments were waiting.

* * *

His wings hurt. That was odd, Warren thought, because he distinctly remembered Sinister amputating them just above their bases. He'd heard of phantom limbs, but phantom wings seemed like an absurd concept. The thoughts didn't cause him any distress. That was probably because of the anesthesia, he decided. Or a sedative. Maybe both. Yeah. Just as well - he was  
going to feel like hell when it wore off. Right now everything was nice and gray and untroubling. Even the pain from his wings didn't seem to be a big deal. He liked that. He sort of wished the grayness would never go away.

Something had woken him up, though, and taken him out of the even nicer blackness. He tried to remember what, found it took too much effort, and quit. So much easier to just lie there and not think...

An explosion. That was what woke him up. And people running in the hallway, shouting at each other. And an alarm, whooping somewhere in the building. He didn't hear any of that now, and he wondered if that was significant. Slowly, fuzzily, his mind processed the information. What would cause an explosion, and shouting, and alarms...? Hadn't he done something that caused those things - the shouting and alarms, anyway? Something...

Escape.

The word tore through the gray fog surrounding him, and he woke up - really woke up. He wasn't restrained. He was alone in the room. It was possible.

Escape. If people were escaping then he needed to find them-

Two bolts of pure pain shot down the length of his back as he tried to get up. He bit down hard on his lip to avoid crying out, and managed to stand despite the black dots swarming at the edges of his vision.

The door was a long way away, but he could make it. He had to make it.

He held onto the operating table with white-knuckled hands, limping his way towards freedom. An inch, then five inches, then a foot, then a yard...

The black dots swarmed again, and he paused. Breathing hurt his back, and he felt weird. Too light. He was overbalancing forward, compensating for a weight that was no longer there.

Gritting his teeth, he started forward again. Another foot, easier won this time, and another, and finally, finally, he collapsed against the wall next to the door and reached one hand onto the unlocked keypad.

And the door hissed open, revealing the black form of Sinister and two of his flunkies - the spinning guy and the butch girl - behind him.

Sinister raised one eyebrow. "Going somewhere, Mr. Worthington?"

"Not anymore?" Warren offered along with a weak smile, and his legs fell out from under him.

Blackness again.


	8. Hello

You say why and I say I don't know, oh no  
You say goodbye and I say hello

- from "Hello Goodbye" by The Beatles

* * *

He didn't know who had said it, or where he had heard it, but the phrase "the waiting is the hardest part" was taking on new meaning for Remy. He had settled into a position at Rogue's side from the moment she was brought into the Institute's infirmary, and he had done his best to stay there ever since.

The biggest distraction had been school, but he'd used someone's cell phone to call BHS and plead sick. However, the secretary was nobody's fool, and Remy's ability to charm didn't work so hot over the phone. In the end he'd managed to secure his days off by arranging for one of the other Institute kids to pick up any missed homework assignments.

He had only been going to one for barely three weeks, but he hated public school with a passion. The Guild had their own teachers, and the subjects they taught, while including the fundamentals, were a lot more entertaining than the three R's and a handful of electives. The lone bright spot, aside from having sixth period with Rogue, was that he had Bayville's teachers  
convinced he walked on water - something his Guild teachers would have snorted at.

At the moment, he was still sitting in the infirmary, a stack of textbooks and papers representing two days' worth of homework shoved under Rogue's bed at his feet, and watching her pale, unchanging features with tired eyes.

It was Belle all over again; the second he thought she was finally within reach, something came and snatched her away. He rubbed the place on his finger where the ring would have gone and exhaled sharply. No point remembering the bad stuff now - not when things were already so bad - but he couldn't help it. He wondered if Rogue would ever wake up. He wondered what  
Mystique knew that she wasn't telling. He wondered what Essex had done to Rogue, and if Beast and the prof could fix it.

Mostly, though, he just brooded over how much his life sucked in general. And he did such a good job of it that by the time he realized his feet had fallen asleep - again - he was seriously wishing Jean-Pierre LeBeau had never plucked his orphaned self off of the mean streets of New Orleans.

" 'Better to have loved and lost'," he quoted, slouching down in his chair and wincing at the pins-and-needles feeling as circulation returned. "Guess the guy said that didn't know you, huh, chere?"

It was the first thing he'd said in nearly three hours, since before Jubilee had brought him dinner, and much to his pleasant surprise, Rogue's eyes fluttered open with a small moan. Remy's mood instantly improved a thousand percent, and he reached up to take her gloved hand in his. She blinked a few times, and glanced around the room - obviously trying to figure out where she was - then frowned.

"Hey, chere," he said, squeezing her hand. "Had us worried for a bit."

Rogue's attention immediately snapped to him, and her frown changed into a look of alarm.

"It's okay, you're okay," he said, trying to be reassuring. She sat up abruptly, pulled her hand free of his, planted it in the center of his chest, and shoved him across the room.

Remy slammed into the wall, a lot harder than he thought he should because Rogue was just not that strong. She fairly jumped out of the bed and looked around wildly, shoving her hair away from her face.

He hit the intercom button on the wall behind him and yelled, "Infirmary - need some help!"

Rogue, meanwhile, was crossing the room to loom over him. He scrambled to his feet and drew a card out of habit. "Don't wanna hurt you, chere, but if you gonna make me..."

The door flew open and the other X-Men rushed in. Rogue whirled with a panicked light in her eyes, and Gambit dropped the card and grabbed her from behind, pinning her arms to her sides.

She tossed him off as though he wasn't there.

He hit the wall again. This time he knocked over a tray of vials and syringes on the way down. They smashed and scattered across the floor; on the floor himself, he watched one glass vial roll unbroken to rest against Rogue's bare foot.

"Just take it easy, Rogue," Scott said, holding out his hands. In the doorway behind him, Kurt and Jean were making equally calming gestures.

Rogue stepped backwards, right onto the vial. It crunched into jagged slivers beneath her heel, but when she took another step, the skin showed smooth and unmarred.

Gambit got a very bad feeling in the pit of his stomach.

"Who are you? Where am I?" someone demanded. It took Remy a second to realize that the someone was Rogue, because the voice was not the smoky Southern drawl he was so used to - no, it was a clear soprano with just the trace of a New York accent. "And where is Warren?"

The X-Men just stared.

Evidently that wasn't the reaction Rogue wanted, because she took a step toward them. "Answer me!"

Remy got to his feet again, the sickness in his soul threatening to choke him. What had Essex done?

"Someone had better start talking," Rogue warned. "Who are you, where am I, and where. Is. Warren?"

"Wolverine is one his way," Jean told Scott, one hand to her forehead.

What had Essex done?

Heavy footfalls in the hall signaled Wolverine's arrival. He came running through the infirmary doorway just as Rogue brought her fist down on a stainless steel table, crumpling it like so much cardboard, and shouted, "WHERE - IS - WARREN?!"

Wolverine stopped cold. "Ace?" he asked in total disbelief.

"Logan," she said, wide-eyed, seeing him for the first time. "What are you doing here?!"

The room got a lot quieter in a hurry, but it was a shocked silence rather than any declared truce. It got a lot more still, too, just because everyone was stunned into immobility by the sheer unlikeliness of it all. Remy looked at Rogue, then at Wolverine, and back again, trying to figure it out. That wasn't hard to do.

It all came down to one thing, really: he hadn't saved her soon enough. Her body was safe, sure enough, but he hadn't rescued her from the devil in time to save her soul.

Scott asked, incredulous, "You know her?"

"Yeah, she's a S.H.I.E.L.D. agent," Wolverine said, staring at her. "We ran a couple missions together - what's she doing in Rogue's body?"

Rogue - Ace - looked at her hands, and then her body, and her panicked air returned full force. " 'Rogue's body?' I'm in someone else's body?! Logan -!"

"Calm down, Ace," Wolverine said, as gently as he could, which wasn't very. "I know you've seen weirder stuff than this. Now, I don't know what happened, but someone does, and we'll figure it out."

She stared at the older mutant, shock freezing that face Remy had come to know so well, and in the new, strange voice demanded, "But how? How did someone DO this? And WHY?"

"I c'n answer that, I think," Remy said, voice dull. The X-Men turned to look at him sharply, and he added, "Or maybe I should say, I know someone who be able to."

"Well, by all means, lead us to this person," Ace said. She looked like she was recovering her equanimity a little.

"Whoa, you're not going anywhere," Wolverine said, holding up a hand. "We're gonna get Beast down here to run some tests, and Jean's gonna do a telepathic scan if she feels up to it, but you're stayin' right here, Ace."

She gave him a hard, appraising stare, not quite arguing but looking like she might in a moment. "Who are these people, Logan?"

"The X-Men," he said. "Friends. I trust 'em with my life."

Ace nodded. "You'd better not be lying."

Wolverine gave her a passable imitation of a smile. "Never." To Remy, he motioned and said, "Time's wastin', Gumbo."

It took the words a moment to sink in past the fog of guilt and pain that was now bearing down on Remy. This was his fault; if he'd just trusted his instincts and followed Rogue when she and Risty had snuck off to the city. If he'd told her what he knew about her "best friend," and damn the consequences to his own hide. If he'd had the guts to show up at the lab in the Blackbird with the X-Men behind him. If he'd done so many things differently, with less concern for his own well-being and more for that of someone who was more important anyway.

Wolverine grabbed Kurt and Evan as well and the quartet started for the hangar. They passed Beast in the hallway; he was bounding along towards the infirmary at a pretty good speed, clipboard in hand.

"Keep her calm 'til we get back," Wolverine told him, and Beast nodded.

Remy looked back, watching the doctor race toward the room that held the body but not the soul of his Rogue.

And it was all his fault.

* * *

In the hours immediately following the rescue of Rogue, Mystique had abandoned the Risty Wilde persona, moved her base of operations well away from New York, and taken up the still-useful identity of Raven Darkholme (who, as far as anyone knew, had given up a career as a principal for a job with a defense contractor). Her apartment in Washington, D.C., was small,  
but well-furnished, she had a dozen bank accounts to choose from, and the X-Men had no idea where she was.

She was safe, unless and until Essex came knocking, and she had very little to complain about in the meantime. But she did anyway.

"IDIOT!"

The ringing shout was accompanied by the equally ringing shatter of glass as she threw a ceramic vase into the bedroom's large mirror. Her reflection splintered into a million shards, all of them showing the same wrathful blue face.

"That stupid, backstabbing, miserable little THIEF!" she shouted, ready to tear out her hair at the sheer injustice of it all. LeBeau was going to die. That was all she could think. He deserved to die, just for humiliating her in this way.

She turned on her heel, pacing for lack of something better to do, and fumed. Somehow, someway, LeBeau had managed to talk her into letting him - LETTING him! - take Rogue to Xavier. Into ALLOWING him to lock the most powerful mutant anyone had ever found back in that pathetic ivory tower, AFTER Essex had done only god-knew-what to enhance her power!

It was enough to drive even the strongest woman insane.

The phone, still lying in half-destroyed ruin in front of the smashed television, emitted a strangled beep. She broke off her pacing and picked it up, forcing her voice into some semblance of normality. Still, her tone was less than pleasant, even to her. "Hello?"

Her supervisor's voice buzzed, "Darkholme? You sound like you're ready to kill someone."

"It's nothing - just a stressful commute," she said, feigning world-weary humor. He was a rube in the truest sense of the word; she didn't even have to offer halfway-convincing lies for him to swallow them whole.

Her supervisor gave a short chuckle. "Oh, do I know that. Listen, I called to tell you that we will need the report on that pattern analysis for tomorrow after all."

She grimaced and rubbed her forehead, suddenly reminded of why she hated pretending to be human. "I don't know if I can pull it together that soon."

"Raven, if you don't, the brass is going to suspend funding for Wideawake, and we're all going to be out of jobs. You've been on vacation for over a month - what have you been doing?"

Oh, the magic word. Wideawake. Mystique sighed and said, "I'll have it. Don't worry."

"That's all I wanted to hear," her supervisor said, then hung up.

She lowered the mangled phone from her ear and scowled at it. The things I do for my species, she thought, and pointedly ignored the fact that she had actually been ordered - under some duress - to infiltrate Project: Wideawake by Magneto.

Distracted by the call, her anger at LeBeau had dimmed slightly, but now it returned full force, and she stalked towards the living room with murder on her mind. If she ever saw him again, she was going to wring his catfish-chewing neck.

That resolution was sorely tested, though, when she emerged into the living room to find not only LeBeau, but Wolverine, Nightcrawler, and Spyke standing in wait. Full uniforms. Ready to fight.

She was fazed for approximately half a second, and then she snarled, "Get out of my apartment."

"Hello to you too, mother," Kurt said, and the barbed tone hurt her despite herself. Was she always destined to lose her children to other peoples' causes? She'd been afraid to ask Irene - was still, but perhaps it was time. Time to know if the enemy would share her genes.

Before she could respond to her son's bit of baiting, Wolverine crossed the floor and shoved a finger into her chest. "Cut the garbage, Mystique. What happened to Rogue?"

Mystique returned his angry glare with a faint smirk, then glanced over his shoulder at LeBeau. "Is that what he told you - that I was behind this?"

"He didn't tell us much of anything," Wolverine said, prodding her again, "except where to start lookin'."

"Well, I'm afraid he's got you looking in the wrong place," she said, smoothly and casually sidestepping away from Wolverine and into the rough circle formed by the other X-Men. "The better to conceal his own crimes. Isn't that right, Remy?"

LeBeau finally met her eyes, and she was more surprised by what she saw there than she had been by the discovery of four armed men in her living room: Defeat. Pain.

...Loss?

"She's gone, Mystique," he said, flat, and each word fell like a stone.

Speechless, she turned to Wolverine, hoping to hear some denial. She was warning herself not to believe them, because they were her enemy, and the enemy would lie to gain an advantage. But the X-Men had always been disgustingly honest with her.

Wolverine nodded, a grudging, pained gesture. "Gone."

And with that, Mystique felt her heart seal itself off completely. She closed her eyes for a brief moment, then opened them and demanded, "Explain."

Wolverine was not impressed, but he said, "Near as we can tell, she swapped bodies with a woman named Carol Danvers. We wanna know why and how that happened."

She debated the risks and benefits of telling them, then said, "Fine. They were both kidnapped by a man calling himself Mr. Sinister. He ran some sort of experiment on them."

"And?" Wolverine prompted.

"And that's all I know," she snapped. "I was also captured, but I escaped and called the X-Men for assistance. Gambit was the only one to respond. Why was that?"

"Wait, why would they kidnap you?" Spyke asked, before LeBeau could do anything but give her a dull glare.

Mystique sighed and shifted into Risty's form, which was no longer a useful disguise anyway. "Because I was with her, why else?"

The two kids gaped. Wolverine did not look surprised; LeBeau had known all along.

Spyke finally exclaimed, "You're Risty? That's... that's sick!"

"No, it's standard spycraft," Mystique said, calmly assuming her usual body again. "Risty Wilde died of natural causes when she was four months old. She was a citizen of the United Kingdom, with all the right documents - and since she doesn't need her identity... I simply borrowed it."

"More than once," LeBeau added in a sullen tone. Fortunately, none of the X-Men heard him.

"So you're the reason Rogue snuck out that night?" Wolverine asked, locking her into a stare that challenged her to lie. "Survellience camera thinks it saw your car waitin' for her outside the gates."

She met his gaze, unconcerned. "We were going to a party."

He narrowed his eyes. "Right."

The staring contest was interrupted by Kurt, who approached and asked Mystique, audibly indignant for his teammate, "You were pretending to be her friend - why?"

"Because I care - cared - about her," she answered, crossing her arms over her chest. "I spent two years raising her, and had her under the care of a trusted friend until the X-Men showed up to steal her away. Rogue was the only one of my children I could take pride in." His yellow eyes clouded over in hurt, and perhaps because of that, she found herself adding, "It's a pity she wasn't actually mine."

"Then why -?"

"I'm not playing Twenty Questions anymore," she said abruptly, cutting off all hints of further conversation with a single fierce glare. "Do you boys want to stay for milk and cookies or are you going to leave?"

"We'll leave, thanks," Wolverine said, with no small amount of irony. "But we'll be back the second we think you're hidin' something."

"I'm sure you will." She watched them leave her apartment and take off in their precious helicopter, then methodically swept the place for listening devices or other bugs until she was satisfied it was clean. Then and only then did make herself a nice stiff drink, sit down, and reevaluate her future.

It was, she decided, a very good time to disappear altogether. But first she had a report to write.

* * *

Back in the Velocity, Wolverine set the controls to autopilot and turned to interrogate Gambit, slouched in one of the last seats. "Much as I hate to give her any credibility, Gumbo, I'm gonna have to ask - is there somethin' you know that you aren't tellin'?"

Kurt and Evan looked at their teammate as well. Gambit just shook his head and asked the floor, "What does it matter?"

"It matters because what you know could help Rogue," Logan said, playing the only card (and there was some irony) that he had.

Gambit shook his head again and stared, unseeing, at the metal floor of the 'copter.

Wolverine made a face and turned back around. He didn't like this; hadn't liked it from the moment the Cajun had shown up at the Institute in Scott's car at four in the morning with a comatose Rogue in the backseat and no explanation in the offing. Mystique's typically untrustworthy "help" wasn't making him feel any better. Far from it, in fact. He was absolutely sure that she was hiding something, and whatever it was, it was important.

He also felt not a little sorry for Remy, which was why he decided not to press the issue, and why he'd been unusually merciful about the whole thing. The kid was obviously torn up about what was happening, and that was punishment enough. Once Xavier got back from Scotland, he'd handle whatever needed to be handled. Until then, Logan was going to run damage control. No more, no less. And right now, that meant trying to make sure Ace didn't trash the Institute out of frustration and fear.

Truth to tell, he was more worried about Ace than anything else. They'd never been good friends, but he remembered her, and she'd never done anything worthy of his dislike. Just the opposite - he had the strong recollection that she'd saved his life at least once, and he could say that about maybe three people in the world.

Yeah, he remembered Ace. He remembered what she could do.

He hoped Beast had things under control, but he doubted it, and he pushed the Velocity a little faster.

* * *

"You have to scramble a mission," Ace said urgently, for perhaps the twelfth time in the last ten minutes. "You have to go to New York and find Warren Worthington and rescue him!"

Beast, who was trying to take a blood sample but kept breaking needles on her skin, put a restraining hand on her arm. "I'm sorry, but we can't."

"Why NOT?" she demanded. Beast took a small step backward. The attitude was almost perfectly Rogue's, but the voice was so different; it was all very surreal.

"Well, for one thing, we have school in the morning," Scott said from the doorway. Jean and Kitty, behind him, gave small nods of agreement. Kitty was there to help Beast cobble together a diagnostic program to help the absent professor more easily determine the nature of Ace's existence, as it were, but thus far they'd gotten no work done at all.

Ace stared at the students, incredulity slowly giving way to anger. "School? School? I tell you that a mutant is being held somewhere against his will and you, despite the fact that you're all mutants yourselves and obviously living in a training facility - you tell me you can't rescue them because you have to go to school?"

"They are students," Beast said, as mildly as possible. She turned on him with fury writ large across her features, and he added, "I know you're concerned about your friend. We have no doubt of that. And we share that concern - if we're talking about the same mutant, he saved Rogue's life once, and probably Cyclops' as well. But the information you've given us is simply not enough to justify dragging the children out on a search on a school night."

That did not calm Ace down. She opened her mouth to start another harangue, and Beast rushed to cut her off.

"What do we know? That he's in a secret lab, which may or may not be underground, and being held there by someone or someones with unknown resources for an unkown purpose." Beast spread his large, furry hands wide to show helplessness. "Logan said you were a S.H.I.E.L.D. agent. Surely you can see the futility of a search based on that information."

Ace's fury abruptly gave way to surrender; she seemed to deflate against the infirmary bed. "You're right," she said, burying her face in one hand in a very un-Rogue-like gesture. "I just wish I could remember more -!"

"And I wish I could help you," Jean said, stepping forward sympathetically, "but I'm not very good at telepathy yet, and there's something weird about your mind anyway. It's - It's a double signature, almost, like two minds in one."

"Is it?" Ace asked, tentatively touching her pale forehead with a gloved hand. "I do feel something... like an echo..."

Beast frowned, hypothesizing. He wasn't an expert in this area - far from it - but he was starting to wonder if perhaps, instead of body-swapping, the unknown scientist had merely pushed Rogue's power to its utmost limits. He had seen the girl retain characteristics of her "victims" for a good while; and Professor Xavier had once said something about the danger of Rogue's  
absorbtion power that, coupled with Jean's identification of a double signature, now led him to believe that she was still in there.

"Dr. McCoy?" Kitty asked, very near his ear, and he started. The three students and Ace were looking at him with concern.

"Yes, Kitty?"

"You were, like, seriously zoning out there," Kitty said. He smiled at her; one of the younger children, she was also the smartest - and as a former child prodigy himself, he felt a great deal of connection with her.

"Just thinking," he said, dismissing the issue with an avuncular pat on her shoulder, and returned his attention to Ace and the job at hand. "Unfortunately, our resident master telepath is out of the country on other matters," he said. "I believe I told you that earlier, but I'm not sure if you heard me over your ranting."

Ace smiled - not really repentant, but recognizing her irrational behavior for what it was. "I'm sorry for that. I just... hate inaction."

"Perfectly understandable," Beast said, nodding encouragingly. "And it will all be resolved in due time. Now, I'd like to get back to the tests... Is there a reason why I've broken a half-dozen stainless steel needles on your arm?"

From her sitting position on the bed, she looked down at the small, glinting metal fragments littering the floor. "Oh - I thought I felt something. Yes, there's a very good reason."

He waited a beat for her to elaborate, and when she did not, he discreetly motioned for the students to leave, thinking it might make things easier. The students filed out, but Scott gave him a small nod that Beast undertood meant, "We'll be right outside."

He smiled to himself, eternally amused by the seriousness of these students. Some of them, at any rate, he amended, thinking of the youngest batch and their tendency towards horseplay.

"If you'd just lean back," he told Ace, retrieving his clipboard and pen and settling himself in front of a computer terminal, "I have some basic questions to ask you, and then I'd like to hook you up to some monitoring equipment - EEGs and such - and see what you can do, as far as powers are concerned."

She consented, arranging herself on the infirmary bed as though she was a client of a Freudian psychologist. Beast, who had once upon a time taken some psychology courses in order to get his teaching license, had very little respect for Freud, but he did think the world would be a poorer place without the ubiquitous and easily stereotyped Couch. "Shoot."

"Remember, you are free to not answer anything you don't want to, but the more information you can give us, the better."

She closed her her eyes and waved him on impatiently.

He clicked his pen. "Name?"

"Carol Susan Jane Danvers," she said, eyes still closed, and rattled off an address and a Social Security number. Beast punched the information into the computer and immediately came up with a grainy driver's license photo - not a bad one, either - showing a smiling, attractive blonde woman.

"Occupation?" he asked.

"Occupations," she corrected. "My memory is a little shaky, but I'll tell you the ones I do know. Let's see... former Air Force major, former NASA security agent, former S.H.I.E.L.D. operative, former freelance writer, and currently, bodyguard."

"That's quite a resume," Beast said, jotting it all down. "Age?"

She opened one eye and grinned up at him. "Older than you, younger than Logan."

Beast puzzled over that for a moment; the driver's-license picture had shown a woman in her mid-twenties, if that. The answer came to him in a sudden burst of comprehension, and although he resisted the desire to exclaim "Eureka," he did actually snap his fingers. The broken needles, cracked off against her skin, were the key. "Your cells are extremely resistant to damage of any kind, including that accrued by the natural aging process."

"So the S.H.I.E.L.D. exobio boys told me," she said, sitting up and swinging her legs off the table in a gesture so like Rogue that for a moment Beast found it difficult to believe that the troubled fifteen-year-old's psyche was not in charge. "By the way, my codename was never Ace. If you should ever happen to get access to S.H.I.E.L.D. records, you'll find me listed as Warbird. Logan, however, tends to give people nicknames of his own - whether they like it or not."

"Really," Beast said, grinning. "I hadn't noticed."

Carol smiled in return, then steered the conversation back on track with an unsubtle, "Is that it?" "Just a few more, and then we'll get adjourn to the Danger Room. This next question is a little delicate, but how did you come to be with Warren Worthington the night you were, ah, kidnapped?"

She sighed. "About three months ago I was approached by Warren's parents. They were concerned about their son's safety - there was a hazing incident at his prep school or something - and I had been recommended to them by another member of the intelligence community. I've had worse assignments than hanging around with a rich teenage billionaire, so I said yes. And then," she said, a bleak look coming into her eyes, "we walked into a bad situation and I couldn't get us out. Simple."

"I'm sorry," Beast said, rather awkwardly.

"It wasn't your fault," Carol said, hopping down from the table. "So, I understand you wanted to see a demonstration of my powers -?"

Beast gave her a forced smile, remembering Wolverine's admonition to keep her calm. "Of course. Just as soon as Logan returns. In the meantime, the last question: what codename would you like to use in the field?"

"Signing me up for the long haul, huh," she said, winking. Beast smiled again, this time more naturally, and she sank into a thoughtful silence. "Just Carol," she finally said. "I'm a little too old for secret codenames, I think."

"Not according to your driver's license," Beast said, tapping the computer's screen with his pen.

Carol leaned over and squinted at the numbers. "Ha! Well, everyone lies about their age."

"Everything okay?" Wolverine's voice asked from the doorway.

Beast checked the time, surprised to see the other mutant back so quickly. To his further surprise, he saw that close to an hour had passed since Logan and the others had departed. He did some quick mental calculations and realized he'd spent most of the time trying to calm Carol down.

"As okay as they can be," Carol said. "Do I get to smash things now?"

Wolverine gave her a rare, genuine grin. "Oh, yeah."

* * *

"This is, ah, Rogue's uniform?" Carol asked, adjusting the sleeve of the outfit as they walked down the hallway to the Danger Room. She looked nervous, an impression not helped by the wireless electrodes attached to her skull.

"It is," Jean told her, before Beast could. "But don't worry, it's clean."

"She's so small," Carol said softly, staring at her - Rogue's - hands. She didn't seem to have heard Jean; in fact, she seemed to be locked in a kind of trace. "Just a child. I remember... she was afraid."

Beast exchanged a glance with Logan, and noted absently that Jean and Cyclops were doing the same thing between each other. "Afraid of what?"

Carol snapped out of her trace. "I don't know. Are we ready to go?"

"I think so. If you'll come with me, I'll get you oriented," Jean said, gesturing towards the Danger Room's door and stifling a yawn at the same time. It really was past the students' bedtimes, and they did have school the next morning; and while letting the two seniormost students sleep late while the rest were dragged to dawn training would hardly seem fair to the younger kids, Beast decided that was exactly what was going to happen.

"What about you?" Carol asked. She was looking at the small group of Cyclops, Logan, and himself, but Beast had the distinct feeling she was talking to Logan only.

Nonetheless, Beast answered, "We'll be monitoring you from the control room."

Carol nodded and followed Jean into the room while Beast turned to make his way up to the control room.

By the time he reached it and turned on the intercom, Jean had finished explaining the Danger Room to Carol and was bidding her goodnight. She paused at the door long enough to add "goodnights" for Beast, Logan, and Cyclops, then left. The door sealed behind her, leaving Carol standing in the middle of the circular room.

" 'Danger Room,' " Carol said, surveying the place with hands on hips. "Catchy. Did you think of that one, Logan?"

"Kids named it," he said, smirking.

She flexed her fingers. "So what do I have to do in this dangerous room?"

"Defend yourself," Beast said, quite succinctly, and pressed the button that would start the program.

Six laser guns lifted from the floor and aimed themselves at Carol. Simultaneously, three guns rotated into position on the curved walls, and all nine began firing at the same moment.

Carol dove away from the blasts and ran towards a gun. She drew back her fist and punched the metal cowling; the entire gun crumpled around the impact point and toppled over as though she had rammed it with a small tank.

Beast raised his eyebrows at the display of raw power. Cyclops let out a low whistle. Logan, however, just nodded.

"She was just a rookie when I was there," he said to Beast and Cyclops. "But she was already good. On loan from NASA, I think, who'd borrowed her from Air Force Intelligence. Drove the top brass crazy. They had no idea what to do with her, 'cept shove her into 'metahuman special ops' with the rest of us. The things she can do..." He paused for a moment, evidently remembering, then chuckled. "I've seen one person come close, and that's the Juggernaut. And Ace was born with it."

Carol neatly dodged a burst of laserfire and ripped out the wiring of another gun, sending a shower of white-hot sparks directly into her face. She shook her head, brushed the back of one arm across her ash-covered face, and was running toward the next gun without so much as a pause.

"On one mission I saw her take a point-blank shotgun blast to the chest," Logan said, gesturing to his own chest, and then at the uninjured figure twisting a laser gun's barrel shut with her bare - well, gloved - hands. "Shredded her Kevlar vest. Didn't even leave a bruise. Another time she lifted a train engine over her head without breakin' a sweat, then tossed it away like it was nothin'. And she had this weird kind of ESP - called it her 'seventh sense,' whatever that's supposed to mean."

Below, Carol slung a piece of debris at the last remaining ground laser and turned her attention upwards, at the three wall-mounted units still firing. Beast expected her to throw more debris, but she took a few running steps, jumped - and flew.

"That's a new one," Logan muttered.

"How is she doing that?" Cyclops asked. He sounded less concerned than curious, and rightly so. Storm could fly because she manipulated winds to lift herself; the now-missing Angel could fly because he had wings. Flight by any other means, Beast thought, paraphrasing the Bard, is still flight, but it makes it slightly more fantastic to see it unpowered - in a manner of speaking.

He studied the raw data coming in from the electrodes and said, "It looks like she's generating some kind of energy field around herself. As to how that allows her to break the laws of gravity... I have no idea."

Carol smashed the last of the three lasers and swooped to a stop in front of the control room, where she hovered, observing them through the glass with a knowing smile on her face. "Well?"

Keying their side of the intercom open, Beast said, "If you can do windows, you're hired."

She laughed, a brilliant, musical sound, and dropped down to the floor.

Beast shut off the intercom and turned to face the other X-Men. "What do you think?"

"I think she would have made that fight with Apocalypse a lot easier," Cyclops said immediately.

"I agree. We've been needin' someone who can take on a small army, and Ace can do that," Logan said. "But we also need to be careful."

Beast peered down at the smashed Danger Room equipment. "I'll say."


	9. Down The Road

Notes: For those looking for more concern over Rogue... well, there's some in this chapter, so I guess you should have just been patient, huh? :) Seriously, this angst stuff is kinda hard for me, and I'm trying to keep it to a minimum. Oh, this chapter also features a scene that really didn't need to be in the story, but I wanted it to be. And I'm the Godlike Writer so it stays! Ha ha ha!

* * *

What happened to the girl I used to know?  
You let your mind out somewhere down the road.

- from "Don't Bring Me Down" by Electric Light Orchestra

* * *

It was weird, Kitty thought, to know that her roommate wasn't really her roommate. Beast and Wolverine had run through the entire explanation earlier, at dawn training, and everyone had been suitably freaked out - except herself and Scott, because they'd already known about the switch, and Jean, who was doing something with Cerebro. Kitty hadn't known everything, of course, including the fact that her name was Carol and not Ace. "Carol" was an okay name. Kind of old-fashioned, but okay.

And now that the shock of the previous night was wearing off, the scariness of the whole thing was threatening to overwhelm her. So far, in her efforts to get ready for school, she'd been able to suppress it; if she looked at the sleeping figure in the bed across the room, there was nothing different to be seen, and she could pretend it was a normal morning. Denial wasn't just a river in Egypt, like her mom said.

Kitty had missed Carol coming in the night before because she'd been asleep, but she had woken up enough to hear Carol saying something about the Odd Couple personified. That fit, she guessed. She and Rogue really didn't have anything in common.

She kind of missed Rogue. Okay, so she really missed Rogue, and she was worried about her, and she hoped the adults figured out how to switch their brains back soon. Everyone felt the same way. But it had been a nice surprise to wake up and see Rogue's half of the room looking almost... clean. Carol must have straightened it before she went to bed. Kitty could get used to that; she wasn't exactly a neat-freak herself, but Rogue was - had been - a total slob and she was sick of that half of the room looking like a tornado had hit it.

The alarm by Rogue's - Carol's - bed went off, and Kitty looked over her shoulder to see her new- old roommate sitting up and running a bare hand through her hair.

"Good morning," Kitty said, trying to be cheerful, and returned her attention to the closet in front of her.

"Good morning," Carol said. "Kitty, right?"

"Mm-hm." Kitty gave up on the floor of her closet and stood, dusting her hands off and considering. Had she taken them out of the box? She must have, because there was the box in the corner, right underneath her new sweater, and it was empty. But then where had she put them?

"What are you looking for?"

"A new pair of shoes," Kitty said, dragging her desk chair over and climbing on top of it, on the theory that maybe she'd put the shoes on the top shelf of the closet. "They're sandals, with this cute strappy thing over the ankles."

"Ah, youth," Carol said dryly, coming to stand beside her. She looked a lot fresher and more alert than Rogue did in the morning. The plain grey sweatsuit she was wearing - as opposed to some depressing Goth outfit - did wonders to further the impression. "That chair doesn't look very steady."

Kitty shoved a dusty shoebox out of her way and said, "Oh, no, it's fine. I can keep my balance."

"I guess you'll all be going to school." There was definitely an edge there, but Kitty decided to ignore it.

"Yeah, unless I can't find these shoes in time to catch a ride- Aha!" She leaned forward to snag the sandals, which were tucked way, way further back than they should've been considering that she'd bought them only a week ago, and felt herself overbalancing just as her fingers closed around the straps.

"Whoa, careful-" Carol said quickly, reaching out a hand to steady her.

Kitty looked down in horror at the bare fingers closing around her equally bare wrist and overbalanced some more in a last-second attempt to dodge the memory drain she knew was coming. "No, don't -!"

But nothing happened.

Kitty looked again, just to be sure. Yes, Rogue's hand was touching her wrist. Rogue's very gloveless hand. Skin-to-skin contact was being made.

So where was the absorption?

Carol held on to her wrist a moment longer, then released it and stepped back, looking thoroughly confused and a little indignant. "I wasn't going to hurt you."

"No, no, it's just that..." Kitty started, then trailed off helplessly. How did she explain it to Carol? Obviously no one else had. And it raised some very, very big questions. She dropped her head, placing a hand over her eyes. She did not need this at 7:00 AM. "Oh boy."

* * *

Carol followed her roommate's slightly panicked run down the stairs with no small amount of confusion. There was something here she wasn't getting, and it was more than why the Cajun kid kept looking at her like she was going to blink out of existence any moment, and he couldn't wait to see it. Oh, no - she understood that well enough. It was probably the only thing she'd figured out.

She was a little annoyed with Kitty's demands that she follow the younger girl, because her intention was to quietly sneak out at the first opportunity, go back to the city, and find Warren. Anxiety for him had been tugging at the edges of her mind since she'd woken up, but she believed Logan and Beast when they said that they'd help her find him. She'd seen the proof of that when Beast had exited the Danger Room the night before and gone directly to work, trying to find Warren's mutant signature despite the high likelihood that it had been altered or (she hated to admit) no longer existed.

What Logan had told her of his conversation with Mystique made her fear the latter was the case.

Kitty rushed through the foyer and down a hallway, finally skidding to a halt in the kitchen. "Guys!" she blurted out. "Where's Mr. McCoy?"

The kids in the room - Carol recognized only Cyclops and the fuzzy blue one - looked at her with mild curiosity. Then they turned their attention on Carol with undisguised speculation dancing in their eyes. She gave them all a friendly smile, which seemed to take them aback. Evidently Rogue had not been a very cheerful person in the mornings; she herself was eyeing the coffee maker in the corner, but any house with Logan in it was producing military-grade sludge only, and she'd had quite enough of that.

"He's still working with Cerebro," Cyclops said. "Jean's down there too."

"Yeah, tell her to get a move on or get left behind," a boy said, pushing a skateboard back and forth beneath the table.

"Tell her," Cyclops said, scowling at the boy, "to take her time. And I have some asprin if she needs it."

Carol raised an eyebrow as she followed Kitty from the room, but only because laughing would have been rude. She'd said it once already this morning, but she felt like saying it again: Ah, youth. All the foibles and intricacies of teenage life... after so long in the company of deadly serious plots and plotters, it was a breath of fresh air. If it hadn't been for the shadow of dread hanging over her, she thought she could enjoy it here.

The idea that she was occupying someone else's body had lost most of its strangeness after the Danger Room session. She still had her powers, and that was what had truly concerned her. Being someone else... Well, it didn't thrill her, but she could adapt. She'd done a damn good job adapting to the Kree genes, hadn't she?

Kitty drew to a stop in front of the open door of the cavernous Cerebro room. "Mr. McCoy?"

"Good morning, Kitty," Beast said, beckoning her forward without looking up from the screen. "I could use your opinion on this protocol."

Jean was also in the room, standing next to Beast and rubbing her forehead in obvious pain. A metal helmet rested on the console next to her; Carol didn't know the equipment, but she did know a psionic migraine when she saw it, and she doubted the asprin would help.

Kitty grabbed her arm and tugged her out onto the narrow walkway, saying with some urgency, "Mr. McCoy, Carol doesn't have Rogue's power!"

Beast straightened abruptly and turned to look at them. Jean opened one eye, winced, and kept it open.

"Good morning," Carol said pleasantly.

"Ah - good morning," Beast said, blinking. "Kitty, what are you talking about?"

"Okay, she just touched my wrist, you know, with her bare hand, and like nothing happened!"

Beast frowned. "That shouldn't be."

"I know!" Kitty exclaimed, frustrated.

Jean winced again. "Not so loud, please."

"Sorry."

"I've been trying to figure it out all night - with what little help the professor could give me from Scotland - and I think I've come up with an answer." Beast typed a quick sequence into the console, and a holographic display popped up above them. Carol regarded the oscillating waves with interest. Some kind of distinct energy pattern, she thought. "But if you're right, Kitty -"

"I am!" she cut in, loudly, then looked at Jean, who was now cringing instead of wincing. "Oops. Sorry, Jean."

"If you're right," Beast continued calmly, "then my theory makes no sense."

Carol, being sure to keep her volume down, asked, "What is your theory?"

"We had been operating under the assumption that your mind is in Rogue's body and vice versa. Your energy signature is here, so it stood to reason that Rogue's would be... wherever. To that end I had Cerebro spend the better part of the night searching for her signature outside of the Institute. I couldn't find it. But what I did find," he said, gesturing at the hologram, "was yours. Your signature is emmanating from a convent in Brooklyn."

"My signature," Carol repeated, letting her increduality show freely. "From a convent. In Brooklyn."

Beast nodded. His expression was serious. "And Rogue's signature is here also. I think I should to explain something to you, Carol, before I go on: Rogue's power, simply, is to steal other peoples' powers. She also, occasionally, takes memories and personality traits. Jean said last night that your mind had a double echo of some kind. I started to wonder about that, so I had her search Cerebro for those times in the past when Rogue has had contact with someone long enough to retain their memories and personality. In all the incidents recorded, the double echo appears."

Jean said, "Faintly, sometimes, but it's there."

Beast stepped forward and hesitated, then said, "Carol, I don't think you switched bodies. I think that Rogue, for whatever reason, absorbed your mind so completely that you now exist outside of your body. In other words, you're a duplicate psyche. An extra."

Carol closed her eyes, letting the statement's full impact hit her and forcing down the rising tide of panic when it did. She was. She knew that. She wasn't a copy, she wasn't someone's purloined memories and chunks of personalities no matter whose body she was in, and for a few moments she refused to even consider the idea. But reality intruded in the form of more memories: a lab, a metal table; her arm numb, a frightened girl next to her... the pale, young face she now wore. And very, very hazy - almost more of a subconscious feeling than an actual memory - being drained of life.

She didn't want to believe it. But she knew it was true.

"Carol?" Beast said, gently, and the word was accompanied by an even gentler, steadying hand on her shoulder.

She opened her eyes and saw all three of them staring at her with concern. Logan was right; these were good people. Nonetheless, they didn't need to worry about her. She was a trained operative, a military officer, a woman who really had seen stranger stuff than this, and she was not going to fall to pieces over something so minor as being a psyche in the wrong body.

She gave Beast a small nod to reassure him, then stepped forward purposefully, resting her hands lightly on the console. This might not be a stint she'd planned on, but it was time to take control of the situation. "All right. I assume this absorption usually wears off?"

"Uh... Yes, it does," Beast stammered.

She stared hard at the hologram, as if all the secrets of the universe were in there. "How long does it take?"

"It's a sixty-to-one ratio." Beast sounded slightly more composed now. He keyed another sequence into the console and a diagram appeared. "Roughly. It's hard to find volunteers for more precise experiments, and Rogue's not too keen on it herself. A one-second touch results in a sixty-second transfer, during which time the, um, victim is incapacitated."

She turned around and leaned against the machine, crossing her arms over her chest. "Woozy-incapacitated, or unconscious-incapacitated?"

"Both. It depends on the length of the contact."

Carol tapped one finger in a rapid staccato against her arm, thinking and remembering more vague, hazy impressions. "What if... What if the contact was over a minute? What would happen then?"

Beast frowned and scratched his head. For a moment he looked exactly like a big, dumb, blue gorilla, and Carol's no-nonsense attitude slipped a notch into amusement. With his next words, though, her humor evaporated as though it had never been. "Well... I'm not sure. Nothing good. Hopefully Storm and Wolverine will find out more."

"And how will they do that?" she demanded.

Beast's eyes widened in alarm, and Carol felt a wave of anger at the realization that he and the rest had been hiding something from her. She pushed off the console and took a few steps forward, well aware of the menacing air she was projecting.

Jean and Kitty edged away, Kitty chattering nervously. "Well, like, Scott is waiting, and um, we're going to be late for school, so, like... goodbye!"

She watched as the girls practically fled from the room. Jean was a little hampered by the fact she was still clutching her forehead, but they made good time. Once they were out of the hallway, Carol returned her attention to Beast.

"And how," Carol asked again, leaning forward without uncrossing her arms, "will they do that?"

He sighed. "Jean has a headache because she's spent the last hour making Cerebro find something it didn't want to find - a very well-cloaked mass of mutant signatures originating from the New York City sewers. Wolverine and Storm are there now, searching."

"I KNEW it!" Carol exclaimed, throwing her arms wide in mixed exasperation and triumph. "I knew it, and now you've wasted a whole night - not to mention all the time while I was out of it!"

Beast shook his head, holding up a hand for patience. "Be that as it may, we still have to figure out why you've displaced Rogue, and why her powers aren't working."

"I'd rather be bashing that sick doctor's face in," Carol said; a brief moment of deja vu hit her and she had the idea that she'd bashed his face in already. "But let's talk."

* * *

The ride to school had been agony, even though Scott had obviously done his best to avoid any bumps or potholes, and the other kids had been respectfully quiet. The only thing that kept Jean from dissolving into a wretched ball of tears right there in the front seat was the merciful fact that she couldn't hear anyone's thoughts. Her telepathy was all but completely burnt out. She just wished it wasn't a temporary thing.

She was never, never, never using Cerebro again. That had been so stupid she couldn't believe she'd suggested it - and she really couldn't believe that Beast and Professor X had agreed to it. It wasn't like they'd had a lot of other options, true, but still.

And whose bright idea had it been for her to go to school?

The car braked to a gentle halt, and she risked opening her eyes. The bright morning light stabbed into her brain and she shut them again immediately. "This is going to be harder than I thought," she said, trying to joke and failing miserably.

There was a rustling noise, and then something cool and hard was placed in her hand. Scott said, "Here. Does wonders for me."

Jean fingered his spare pair of glasses and managed to give him a genuine smile. "Thanks, but that would probably make more than one person upset." And the constant red would turn her headache into a crippling nightmare, but she saw no reason to ruin the gesture by telling him that.

"Well - here," Kitty said, leaning over the back of the seat and handing Jean a pair of regular, black-lensed sunglasses. "I mean, it's not like I'm using them anymore, right?"

Jean looked at the shades, recognized them as the ones Kitty had worn as a Siren, and shook her head - gingerly. She slid the glasses on and the searing light dimmed to tolerable levels. "Thank you. I can't believe you kept these."

Kitty giggled, sending spikes of pain through Jean's temples, and then it was time for her to face the true test of the morning: getting out of the car and walking to class.

She took a deep breath and carefully opened the door, carefully put her feet on the pavement, carefully raised herself up. There was a brief moment, as she stood leaning against the car's frame without trying to show it, that her skull felt like it was going to burst its seams, but it passed. Jean took a step forward. It wasn't as bad as she'd feared, actually, even with the chatter from the other students, and she made it into the school with some semblence of normality.

She was opening her locker, just starting to think that maybe the day would be bearable, when a red-and-white shape inserted itself in her peripheral vision, and Duncan said, "Hey, babe. What's with the shades?"

"I have a headache," Jean said flatly, hoping he would take the hint.

"That's too bad, 'cause they make you look hot," he said, casually kicking the lockers. "You're still coming to practice today, right? Need my cheering section."

The sound of his sneakers hitting the metal locker, over and over and over, was more than she could stand. She finished stowing her books and shut her locker - gently - and risked further headache by using her telekinesis to pull Duncan's feet out from under him.

He stumbled, but regained his balance almost immediately. "What was that?"

"What?" she said, feigning innocence, which was infinitely easier to do in sunglasses. Years of living with Scott had taught her that, at least.

"Why'd you trip me?" he demanded.

"I wasn't anywhere near you."

"Hey, having a headache doesn't mean you get to be a-"

She cut him off with another TK tug at his feet, this one stronger. It made her vision swim a bit, but it was worth it to hear his irritated, inarticulate protest. "You could show some sympathy, you know."

"What, because you partied too hard last night at that freak school?" he said, face twisting into a look of disdain. Maybe it was disgust. Her headache was rapidly sending her past the point of not caring. "With Summers?"

"Just go away, Duncan," she said, pulling off Kitty's sunglasses and rubbing her eyes hard. He was making her headache worse just by standing there; at this rate she'd never make it through first period, let alone the whole day.

He exhaled, raising his hands in temporary surrender. "Okay, I'm sorry. Look, I'll see you at practice, right? Coach is trying to find a receiver who can catch, and I'll be throwing all afternoon..."

Duncan went on and on, and Jean suddenly realized two things: she did not want to spend another second listening to him swoon over himself, and she did not care if she hurt his feelings. Some last bastion of compassion told her to let him down easy - or better yet, to just grin and bear it - because she'd regret it later if she didn't, but for once, Jean did what she wanted to. Really wanted to.

"No," she said. "Go away forever. I don't want to see you anymore."

He blinked several times, and then comprehension flooded his face. "You're breaking up with me?"

Oh, go right for the cliche. Well, what did she expect? She just nodded, and slid the glasses back on.

"Well - you can't!" he exclaimed, now furious. "Because you were never my girlfriend!"

Jean reached the last limits of her patience at that, and turned away. "No argument there."

It took Duncan a full three seconds to put that one together, and when he did, he took a few steps toward her with an indignant, "Hey!"

She kept walking, concentrating on putting one foot in front of the other, and almost before she knew it she was at the door to her first-period class.

"Jean," Scott said at her elbow.

I swear to God, if one more person does that... She stopped and faced him. "What?"

"I really don't think you should be here today," he said, looking at her with an intense expression she couldn't decipher through the veil of pain.

"Then deal with it," she said, a bit sharper than she'd meant to. "It's none of your business anyway."

"No, it is," he said. "Because your ex-boyfriend just tried to feed me my teeth. He said you dumped him, although I'm betting the rest of the school will hear something different."

She checked her watch; they had two minutes. "And? Don't tell me you're sorry."

A hurt expression flickered over his face, vanishing just as quickly as it had come, and she knew Duncan had been right: she was acting like a bitch. And she would have apologized to Scott for it - of all people to abuse - but the stabbing pain was giving way to a thick, dull pounding, and her brain felt like it had been replaced with wet cotton, and before she could even start to formulate an apology, Scott was already talking.

"I'm not. But Jean - Jesus, you were agonizing about that just last week, and I know the only reason you did it now is because you're not feeling well, and if you're feeling that bad, then you don't need to be at school."

She took off the glasses again, this time in frustration. "I can handle it," she said, pinching the bridge of her nose, "as long people stop harassing me."

"So you didn't nearly pass out when you got out of the car? I just imagined that?" he asked, eyebrows raised high behind his red glasses. She didn't say anything, although she did wonder why he hadn't been as solictious as usual, and he just nodded, as if she'd confirmed his suspicions. "You have Yearbook second period, right?"

"Right," she said automatically. What did that have to do with anything?

"You guys aren't doing anything important today?"

"No." She started to see the threads of his plan, a few beats slower than she would have otherwise. "Just going over the text selections, or something like that."

"Okay, good. I'll take you back to the Institute, and have Mr. McCoy see if he can find something stronger than asprin."

"But you have Trig," she said. They all knew each other's schedules, for efficiency's sake, but she had made a special point of memorizing his.

He shrugged. "Kitty will cover for me. Just humor me, Jean. Please?"

The bell rang, sending new spikes through her head, and she gave in. "Okay."

He broke into a relieved smile. "Great. I'll meet you here."

* * *

"So many questions could be answered if I was simply there," the professor said, sounding frustrated. "If I had known that this... atrocity would happen in my absence, I would never have agreed to help Dr. MacTaggert design-"

"With all due respect, Professor, that's not going to help," Carol cut in. Her tone was sharp. "Beating yourself up is just going to slow us down."

Beast said, "Charles, is there anything you can tell us?"

"Only that, in all probability, your conjectures are correct. The data from Cerebro look solid, and I trust Jean's abilities. Carol has taken over Rogue's psyche."

"I suppose the real question," Carol said slowly, "is why I'm in charge, and if that will ever change."

There was a momentary hesitation, and then Professor Xavier said, "Carol, even judging from the short time I've known you, I can tell that you have a... forceful personality."

"I prefer to call it confidence, sir," she said briskly, "and it's an easy thing to have when you can crumple steel in your bare hands."

"Exactly. I think you may have simply overwhelmed Rogue, and it's unlikely that she can regain control unless you relinquish it."

"Considering that my signature has just vanished from the radar, that won't be anytime soon," Carol said. "And if it turns out that my body is dead, it'll be never."

"Your body isn't dead," Beast said, clearly trying to be patient. "It's just been moved from the convent into a shielded facility. For example, hospitals confuse Cerebro's scanners - there's too much activity."

"I'll believe it when I see myself breathing," Carol said. "Until then, this brain-sharing is going to have to continue."

Again a hesitation. "There is also the possibility that you may have displaced her altogether. In that case, I'm afraid that she will not return, even if you do give up control."

"But you can't know that for sure," Beast said immediately, worried. "Not without actually examining her."

"No, but we have to be realistic," the professor said.

There was a long silence, until Carol sighed. "I feel sorry for the girl. And that Cajun kid."

"Remy," Beast said.

"Right," Carol said, and went on talking.

But the person leaning against the wall outside the Cerebro room, quietly eavesdropping, did not hear the next few minutes.

This changed everything.

It changed nothing.

* * *

By the time they reached the Institute, Jean's headache had gotten significantly better. In fact, it had almost disappeared by the end of first period, but Jean had followed the plan anyway. For starters, Scott would never believe that she was fine. For another thing, Beast liked to keep track of incidents like this, as benchmarks of their progress and for future medical reference. And the final reason - the one she would usually try to ignore - was that it gave her some time alone with Scott.

But now, as the events of the morning sank in, she found that the second reason was much easier to accept - as was the steady warmth of his hand on her back as they walked into the foyer.

"Beast?" Scott called. The word echoed around. "Uh - Carol?"

"They're probably still busy," Jean said.

"Yeah. Huh... I guess they'd be down in the basement, then." He scratched the back of his head, looking suddenly uncertain, then blurted out, "I, uh, I told Taryn I didn't want to see her anymore."

A smile broke across her face before she could stop it, and she felt a bright surge of emotion flood through her mind as her telepathy kicked back in and showed her everything behind that sentence. He smiled back, and she lost a few moments in the simple warm happiness of knowing exactly how she felt, and how he felt, and that those two things were the same.

Then a small pack of the new kids emerged from the upper hallway, heading downstairs, and Jean looked away, biting her lip to stop smiling like an idiot.

"Hey, there is somebody out here," Bobby said, smacking Jubilee on her shoulder. "I told you."

"Whatever," she said, scowling.

Sam reached the bottom of the stairs first and asked, "What are you guys doing back?"

"Jean has a headache," Scott said, nodding at her.

Bobby looked at Jean, who was fairly sure she was radiating joy and vitality, and frowned in confusion. "Oh. Well, Beast and, um, Carol are still in the basement."

"Thanks," Scott said, and put a hand on Jean's shoulder. "Come on."

"Wait," Sam exclaimed in his soft Kentucky drawl. "We wanted to ask you about somethin'. The TV in the lounge? None of us can get it to work."

Scott looked at her, the question clear.

"I'll be fine," Jean said, adding a telepathic, I really do feel better now.

He was startled for a second, then smiled. "Okay then."

Jean left them discussing reasons for the television's failure, making her way down the hallways and elevator to Cerebro. If the headache had been fading, it was completely gone now, and the absence of pain was a sweet relief.

There was irony, she thought, in the fact that it took pain to bring joy. And it was even more odd to consider that her life was improving just as her teammates' were disintigrating. Rogue was gone, maybe forever, Remy was becoming a virtual shadow of himself - he hadn't even gone to school today - and Carol's entire future was in the air. She felt sorry for them. At the same time she felt guilty because she was lucky, and none of it was happening to her.

Not that things would be easy; the school's gossip machine would spring into overdrive at the news that she and Scott had both become single on the same day - in the same hour, at that. But it no longer mattered as much as it once would have.

So what if the timing was incredibly bad, more than suspicious, and people would be sniping at them until they graduated? The path of her life had cleared suddenly, and she was too busy looking at the new possibilities to be dragged back into the mire.

Distracted by these thoughts, Jean saw without really seeing that there was someone else in the hallway - someone who vanished around a corner as she approached, so that even if she had been paying close attention, all she would have seen was a flicker of brown from his trenchcoat's hem.

But she didn't pay attention, and so she went to talk to Beast, interrupting his conversation with Carol and Professor X without realizing that Gambit had been listening to it the whole time.


	10. The Trick

Note: The details about the Romanovs' murders are accurate, although Yurovsky believed that he had burned the body of Anna Demidova, the maid; however, the only missing female skeleton is Anastasia's. Either way, they all died. Would that real life is like the movies.  
  
Also, I found two translations of the Tut quote - the other one is, "Death will slay with his wings whoever disturbs the peace of the pharoah." I disqualified it because Apocalypse is not a pharoah. Technically. But what a freaky-cool quote, huh?  
  
  
~~~~~~  
  
Every time they were sure they had you caught  
You were quicker than they thought  
You'd just turn your back and walk  
You always said the cards would never do you wrong  
The trick, you said, was never play the game too long  
  
- from "Still The Same" by Bob Seger  
  
~~~~~~  
  
  
  
One of the indicator lights on Sinister's console began to flash, and he frowned down at it. His   
New York lab had been quite useful; now that it had been found out, as the light proved, he   
would be forced to abandon it for good. Which meant, of course, that he would have to destroy   
it.  
  
He tapped a button on the console, setting in motion a chain of destructive events, and then left   
the work station to join Apocalypse on his rounds.  
  
There were workers scurrying everywhere, rushing to complete the half-finished walls and rooms   
of Apocalypse's new tomb, and he was forced to dodge showers of sparks from acetelyne   
torches and clusters of hanging wires as he made his way down the rough corridors.  
  
This was an important event, all told. Today, only two days from the moment he'd left New   
York, the last touches on the four prospective Horsemen had been completed, and Sinister was   
ready to show them to their dread lord and master.  
  
It was rather ironic that the only part of this entire venture that had gone smoothly was the   
actual creation of the Horsemen. Everything else had been a nightmare of Brobdingnagian   
proportions, up to and including the dismissal of the Marauders. He'd been forced to make a   
sizable detour to Madripoor, where he'd cut them loose. They would be well at home with the   
rest of the island's criminal population, and sure to find work. The scum of the earth flocked to   
Madripoor, as did the obscenely wealthy. It was an interesting place, from a social Darwinist's   
perspective, and though Sinister was not a social Darwinist, he found the small Asian nation   
intriguing nonetheless. After all this madness was concluded, perhaps he would go there and   
recruit for a few experiments. No Marauders, though - unless he was looking for cannon fodder.  
  
His route took him past an open air shaft, and he noted that the temperature outside was still   
below freezing. Not startling news for Severnaya Zemlya; not startling news for any part of   
Russia, even those parts below the Arctic Circle. It was not his first visit to the country; that   
had been in 1918 Ekaterinberg, when the White Army was closing in and the Bolsheviks,   
panicked, ordered the czar's execution. He remembered the entire affair quite clearly. He had   
even had the priceless opportunity to collect DNA samples from the dead Romanovs before   
Commodant Yurovsky had burned the bodies of Alexei and Anastasia, and buried the rest in a   
pathetically clumsy grave.  
  
He'd been back, of course, during the days of Khrushchev and the so-called space race, running   
experiments in the shadows on both sides of the Cold War fence. That had been an intense time,   
full of tangled negotiations and near-disasters. He did not miss it.  
  
The corridor abruptly ended in a set of large doors, which stood open, as they would until   
Apocalypse was ready to seal it. Sinister strolled into the unfinished room beyond, which was   
being decorated in the imposing Egyptian style that En Sabah Nur favored.  
  
"My dread lord," Sinister said, announcing his entry with stiff formality.  
  
Apocalypse was seated on the block of raw stone that would become his sarcophagus, a dozen   
workers hovering around him. He was still a huge and imposing figure, but he had shrunken   
slightly in the time without his regeneration chamber, and now he looked liked nothing so much   
as an old man surrounded by fawning attendents. Too much power expended, Sinister knew. He   
kept meticulous track of his enemies' weaknesses, and particularly Apocalypse's.  
  
They had much in common, truthfully, with their ambitions toward godhood. But Apocalypse   
was a raging tyrant, while Sinister was a careful orchestrator, and he had no doubt that Horace   
was right: "Brute force bereft of wisdom falls to ruin by its own weight."  
  
Apocalypse lifted his massive blue head and regarded Sinister with a baleful eye. "You are late,   
Essex."  
  
"My apologies," Sinister said. He waved his hand and the workers dispersed instantly. "I have   
come from the laboratory chamber; the Horsemen candidates are ready."  
  
Apocalypse nodded once, curtly, and rose. Sinister allowed him to lead the way out of the room   
and down the corridor, because otherwise the ancient mutant would be offended.  
  
And right now, he did not want to offend Apocalypse.  
  
They entered the laboratory - a pale imitation of his lost New York complex - and Sinister saw   
that his four prospective Horsemen were precisely where he had left them, standing in a line at   
perfect attention.  
  
Pleased with his work, he reviewed the four along with Apocalypse, giving a running narration as   
the tyrant made his way down the line.  
  
"Abraham Kieros," Sinister said, "whom I have outfitted as War. He is, appropriately enough, a   
military veteran, having been driven into the sewers by his inability to cope with the stresses of   
his bloody memories."  
  
War, his eyes the flat white of a stereotypical zombie, did not show a flicker of life as   
Apocalypse looked him over. The metal suit of armor he wore had been fashioned to resemble   
that of medieval knights, although it was augmented by an underlying web of cybernetics. Two   
swords were strapped to his back, and a mace hung from his wide leather belt. Kieros, in   
addition to being in the right place at the right time, and being a very competent soldier, had a   
latent mutant talent to create concussive blasts and explosions. He was a good catch.  
  
Apocalypse nodded curtly and moved to the next Horseman. She was a petite girl, tall enough   
but so wasted that her bones showed clearly through her skin. Her eyes, sunk deep into the   
hollows of her orbits, had a dull, filmy sheen, and she showed no sign that she noticed the two   
men looming over her.  
  
"Autumn Rolfson. A pitful wretch, cursed with the ability to emaciate any living organism,   
including herself, as you can see. Perfect, I should think, for the role of Famine."  
  
Apocalypse reached out a hand, perhaps to test the strength of Famine's frail-looking form, but   
Sinister quickly blocked him. "I wouldn't, unless you want to lose even more of your power."  
  
"A weapon that wounds its bearer is of no use," Apocalypse said, warningly.  
  
Sinister laid a hand on Famine's painfully thin shoulder, safely shielded by the dark violet layer of   
her outfit; he had designed the material to be precisely thick enough to block her power, but not   
so thick that it caused undo feedback (literally) to the girl. "Ah, but this weapon will do as told,   
and its bearer can stay safely removed."  
  
"Clever," Apocalypse said, and Sinister had the distinct feeling that it was anything but a   
compliment.  
  
"This one," he said, gesturing toward the third Horseman, "had no name, just the simple moniker   
of 'Plague'. She causes illness with a touch. I have boosted that power, and she is now ready to   
serve as Pestilence."  
  
As a result of his genetic alterations, Pestilence's skin had turned a sickly shade of green, which   
only enhanced the feverish gleam in her eyes. She, unlike the rest, gazed back at Apocalypse   
with something like awareness. Sinister was slightly concerned about her mental state; he   
thought she was very likely unbalanced, even more so than the traumatized Kieros. That was not   
dangerous, in and of itself, but his delicate brainwashing process might not have filtered through   
all of the cracks in her fractured mind.  
  
Apocalypse tilted his head, considering, and then dismissed her from his attenion. "I see you   
have saved your masterpiece for the last."  
  
Again, it was said with derision, but Sinister was proud at the statement anyway. The final   
Horseman was indeed his masterpiece, a flawless melding of flesh and machine, created to kill and   
nothing else. He valued elegance - the pure simplicity of function that nature decreed - and the   
arching metal wings were elegant indeed. An improvement on the originals by any measure.  
  
"Warren Worthington III," Sinister said triumphantly. "An unexpected prize. He's the heir to a   
vast fortune, a fact which you might care to exploit later. I have made some improvements on   
him as well."  
  
"An angel of Death." Apocalypse's wide mouth twitched - whether in amusement or another   
emotion, Sinister could not tell.   
  
"He is the strongest of the four, and undoubtedly the smartest. Suitable for leadership," Sinister   
said, knowing that Apocalypse would find his suggestion suspect, but would ultimately agree.   
" 'They who enter this sacred tomb shall swift be visited by wings of death,' " he added, unable   
to resist.  
  
Apocalypse, caught in the midst of brooding, raised one eyebrow.  
  
"Oh, yes, that's correct - you weren't around for Carter and Carnarvon, those bloody idiots,"   
Sinister said. He maintained a level, even upbeat tone, knowing that would gall Apocalypse   
more; the entire reason the ancient mutant had missed the 1922 excavation - indeed, all of the   
twentieth century - was because Natheniel Essex had reninged on his deal to free him. "That was   
the curse of Tutankhamen, supposedly. The real curse was the three-thousand-year-old   
microbes and fungal spores lining the tomb. Simple paper masks would have saved their lives,   
but they were too ignorant to know it."  
  
"Then they did not deserve to live," Apocalypse said with finality, and took Worthington's jaw   
in his hand and lifted his head, examining him with that burning glare as he would an animal.   
Worthington stared straight ahead, blankly. "Do you know, Essex, what 'angel' means?"  
  
" 'Messenger,' " he answered without pause, having brushed up on his knowledge of the ancient   
world since En Sabah Nur's return.  
  
"It is most fitting," Apocalypse mused in his deep rumble of a voice. "Such a herald would show   
the impudent vermin my power."  
  
Sinister said nothing, letting himself experience a wave of warm self-praise. He might not have   
chosen the task (and certainly not the position of being shackled to a mad god's whims), but he   
had done the job to the utmost limits of his abilities, and was proud of himself.  
  
"You have done well," Apocalypse said after a long minute, releasing Worthington and stepping   
back. "These four are all that I asked they be."  
  
"You sound surprised," Sinister said. He was not, although his ego was suitably flattered by the   
confirmation of what he already knew.  
  
Apocalypse gestured, bored. "Your past actions do you no credit, tinkerer."  
  
Sinister inclined his head, acknowledging at the truth of that without expressly admitting it.  
  
"That is why," Apocalypse said, his tone still bespeaking boredom, "I demand a demonstration."  
  
"A demonstration?" Sinister asked sharply. Apocalypse narrowed his eyes, and Sinister hastily   
added an entirely perfunctory, "My dread lord."  
  
"I seek proof, Essex, that you are keeping your word." Apocalypse turned away from Sinister   
and the Four Horsemen. A small crew of workers immediately surrounded him, quickly and   
unobstrusively attaching wires and tubes to the massive body. "I have already implanted barriers   
in their minds, to circumvent your own manipulations, but I want proof incontrivertible. An   
excercise."  
  
Sinister had anticipated this response from the beginning (including the mental interference), and   
so he now had to make a show of thinking about it before he said, "If I may suggest a location,   
First One...?"  
  
Apocalypse raised a hand, indicating that he should continue.  
  
"The United States military has a facility in the mountains of Utah - a place they do not   
acknowledge as existing. How much more would they deny, I wonder, an attack on this base?"   
Sinister paused for dramatic effect - and to see what Apocalypse's reaction would be - before   
venturing into truly dangerous territory. "At the moment, you lack the strength to mount a   
counterattack; therefore, secrecy would be your best ally."  
  
Apocalypse had gone very still, listening to Sinister's words. Sinister could practically see the   
gears turning in his mind as he calculated the merits of the plan. After an interminable moment,   
Apocalypse turned around and closed the distance between them, shedding workers as he went,   
until he was nearly standing on top of Sinister - the better to intimidate. Sinister was not   
impressed.  
  
"Do not forget," Apocalypse said, his breath swirling down digustingly hot on Sinister's face,   
"that you too are in this business, and secrecy is your ally as well - but that, _that_ you know   
very well already, my prodigal servant."  
  
Sinister sketched a half-bow. "If you say, dread lord."  
  
Apocalypse's face twisted into a muderous scowl, eyes glowing brightly with rage. From past   
experience, Sinister expected the mutant to lash out in a mildly irritating demonstration of brute   
power. He had certainly earned a reprimand, with his delibrately mocking tone; it had been a   
foolish thing to do, perhaps even mortally so, but he chafed under Apocalypse's yoke. A barbed   
comment every so often did wonders for his own meglomania, although it never helped block the   
blows from Apocalypse's fists. This time, though, Apocalypse merely straightened abruptly   
and turned his back on Sinister. "You will escort the Horsemen to this military facility   
immediately."  
  
"As you wish," Sinister said. "It will, however, take some time to prepare them for combat, and   
to set up a monitering system for your benefit."  
  
Apocalypse growled, sending workers scurrying. "Without delays, tinkerer."  
  
Sinister allowed himself a small smile. "As you wish."  
  
~~  
  
Storm walked through the hallways of the Institute silently, feeling the utter futility of their   
search through every inch of her body. She also felt the bruises she'd incurred on the mission;   
injuries that would last far longer for her than they would for Wolverine. In fact, his wounds had   
already healed.  
  
Carol was engaged in a heated conversation with Beast at the base of the foyer stairs, with Jean   
and Cyclops standing discreetly off to one side. The talking and the listening broke off abruptly,   
however, when Carol saw Wolverine.  
  
"Logan," she said. "Tell me good news."  
  
"Sorry, Ace," he said. "They were gone."  
  
Several outcries of "what?" and "gone?" answered him, but they were drowned out by Carol's   
truly furious, "What do you _mean_, GONE?!"  
  
"Gone," Storm repeated. "We checked the entire facility. It was stripped clean of any people or   
equipment."  
  
Carol hit her open hand against the wall, putting a sizable dent in the plaster. "I can't BELIEVE   
this! Did you find anything - any clues pointing to where they might have vanished?"  
  
"No," Wolverine said, shaking his head with visible disappointment. "Ace, there was nothin'   
there except the walls, the floors, and a few nasty boobytraps. And the whole place blew   
seconds after we cleared out."  
  
Carol dropped her head and sighed. "I still should have been there with you. With my seventh   
sense... Maybe we could have found something."  
  
"Maybe," Storm said, lifting her eyes to the stairwell, "and perhaps we have something right   
here."  
  
The others looked at her, identical small frowns creasing their dissimilar faces, and then Beast   
snapped his fingers. "Of course! Remy - he knew about Mystique, and she did insinuate that   
he'd worked for Sinister - he might know where other laboratories are located!"  
  
Wolverine sniffed the air. "It's a bit of a long shot, Hank, and I don't think Gumbo's gonna be   
givin' us any answers anyway."  
  
"Why not?" Cyclops asked, but the adults and Carol were already running up the stairs.  
  
Storm was first into the room. She crossed over to the window and tested it; it looked closed,   
but swung outward when she pushed on it. [Oh, Remy,] she thought, [what have you done?]  
  
"He's gone," Wolverine said, somewhat unnecessarily. "Left a few hours ago."  
  
"Why?" Carol asked, and Storm had to sigh. She shut the window and locked it again, making a   
mental note to reset the alarm.  
  
"He stayed here because of Rogue," Jean said. "And - I think I saw him in the basement when   
Beast, Carol, and the professor were talking about, um, Carol. He must have overheard."  
  
Cyclops shook his head. "But there's still a chance. Why would he leave?"  
  
Storm, who had moved over to the bed, picked up a playing card that was lying on the pillow. A   
queen of hearts; her own heart broke a little for the thief. "Because, for him, history is repeating   
itself." She handed the card to Carol and said, "Place that in Rogue's room. Somewhere safe."  
  
Carol accepted the card wordlessly.  
  
"Remy is Thieves' Guild royalty," Storm explained. "His father is their unquestioned leader.   
That much I knew from the beginning. Soon after he joined us, though, I sent a message to my   
teacher, Achmed el-Gibar, in Cairo, asking him if he knew anything more about Remy."  
  
"I'm guessin' he did," Logan said.  
  
"Yes. To end their feud for good, Remy was betrothed to his counterpart in the Assassins'   
Guild, a young woman named Belladonna Boudreaux. Her brother, Julien, objected to the match;   
there was a fight, and the betrothal was called off. As a consequence, Remy was forbidden to   
have any further contact with the Assassins, including Belladonna. Shortly after that, Mesmero   
arrived in New Orleans, and it no longer mattered."  
  
Everyone was quiet for a moment, and then Jean said, softly but with heartfelt feeling, "That   
sucks."  
  
Wolverine growled. "More for us than him. Now we're workin' in the dark."  
  
Storm sighed. As much as she disliked his lack of compassion, she had to admit that he was   
right.  
  
"So much for finding Sinister," Cyclops said, and turned to go.  
  
Carol and the rest of the X-Men left the room, disgruntled with their former teammate, but Ororo   
stayed behind. "You could not have chosen a worse time, Remy LeBeau," she told the empty   
space that used to be his, and then she too left. 


	11. A Pale Horse

Note: I meant to say this earlier, but I forgot. "Dr. Nathan Milbury" is an alias Sinister has used in the comics.

* * *

And I saw, and behold, a pale horse, and its rider's name was Death...

- Revelation 6:8

* * *

True to his impatient nature, Apocalypse did not let them waste any time. Sinister took a dozen workers aside and set them to a new task through the rest of the day and all of the night, and shortly after dawn the results stood ready for use.

The finished products were a tremendous achievement for someone who was, Death's wings notwithstanding, more used to crafting flesh than metal. The three Horsemen who could not fly on their own would now have artificial creatures capable of just that - and more besides. In a moment of inspiration, Sinister had ordered the three horse-like machines to be colored as the Bible dictated: white, red, and black.

Due to the extremely complex nature of the three vehicles, he had been forced to cannibalize some of Apocalypse's last remaining technology, but the ancient mutant had not protested and, privately, Sinister was glad to take away part of his advantage, however small.

He stood in his laboratory with the Horsemen behind him, waiting for Apocalypse to arrive and give the final order that would send them all on their way, and thought of the other means by which he was stealing the tyrant's advantage. If Apocalypse was blind enough to leave the new regeneration equipment unchecked, well, then, he was unfit to live; his own rules said so.

Apocalypse finally appeared in the doorway, trailing tubes, wires, and a bevy of attendant workers. Despite the ridiculousness of his appearance, Apocalypse had lost none of his authority, and when he rumbled, "Disappoint me and you will not regret it long, Essex," Sinister felt an actual sliver of fear.

It was followed in short order by bubbling, seething fury. He so rarely took real pleasure in business affairs, but this betrayal he would savor.

Even more than the first one.

Sinister inclined his head. "I will not."

"We will not disappoint you, dread lord," the Horsemen said as one, and without Sinister's prompting; Apocalypse was, unsurprisingly, controlling them through his telepathy.

Apocalypse tilted his head back, a triumphant expression flickering across his face before it returned to its usual faint scowl. "I know you will not. Be away, then."

Death snapped to attention, and the three mounted Horsemen reined their horses sharply. Sinister, rather looking forward to the next part, managed something approaching a respectful nod as Apocalypse teleported them across the world.

* * *

Two of the three teachers were waiting outside when Xavier returned the Institute, early in the morning after Gambit had disappeared. He had taken a (frustratingly slow) commercial flight home because he had taken one out, and he did not want to draw attention to Muir Island by reappearing on the other side of the Atlantic without passing through an airport. Moira was convinced her research center was being watched, and he believed her.

Ororo, who always offered to chauffeur him, had this time been preoccupied with rewiring the alarm system, and Logan had picked him up from the airport instead. It had been a silent ride, despite Xavier's attempts to question the other mutant about Rogue's condition. Now, as the van pulled to a rather jolting stop in front of the main door, Logan said, "It's surreal, Chuck. That's the best I can say about it."

He waited, and a few moments later, just as he'd anticipated, Logan shook his head. "I knew Ace, and it's her in there. She even smells the same... But it's Rogue's body. The kids are freaked out about it, and I'm not sure I can claim any better."

That was a major admission. Xavier regarded him with fresh concern; the situation must have been worse than he'd imagined for Logan to say something like that. Again, he cursed himself for leaving the students; Moira had needed his help, and he could never refuse her, but the complexities of the project had kept him away for far too long in this crisis.

He wondered if he had arrived home only to bear helpless witness to something that had spiraled beyond all of their control.

He was not heartened, either, by the lines of worry etched into Ororo's face. "Welcome home, Charles," she said as he emerged from the van.

"Ororo, Hank," he said, greeting them both with what he feared was a very uninspiring smile. "Has there been any word on Gambit's location?"

"Cerebro tracked him to D.C., but after that he vanished," Beast said. He held the door open for the rest of the group as they went inside. "We haven't been able to reacquire him."

Xavier was not surprised. Remy LeBeau, despite his youth, was a master thief, and quite adept at hiding when he did not want to be found. He decided not to pursue the boy; their plate was full enough already, and they had nothing to offer Remy if they did find him. "Anything else I should know about?"

Ororo ran a hand through her hair, smiling faintly. "Scott and Jean have lost their significant others."

He actually chuckled at that bit of news - a small glimmer of promise amid this sudden gathering of ill fortune. "I imagine that caused quite a stir."

"They're the talk of Bayville High," Beast said, offering up his own smile. "Not to mention the Institute."

Xavier smiled for a moment longer before returning his attention to the important matter at hand. "Now, where is Carol? I would like to talk to her further."

"She's waiting in the Cerebro room." Beast hesitated, then said, "Professor, I don't think she wants any more tests run on her. Right now her primary concern seems to be the location of her real body. If you could focus on that..."

"Noted," Xavier said, nodding in true gratitude. They did not have much time to waste.

Ororo descended the elevator with him, to go back to the alarm system, and Beast and Logan returned to supervising the students. Saturday mornings were always hectic.

He entered the Cerebro room alone, and the young woman at the end of the platform looked up almost before he had turned the doorway. She stood straight and tall, exuding confidence, and was clearly not the Rogue the X-Men had come to know.

Her mind was a tangled, confused mess of psi prints, dominated by Carol Danvers' strong, almost overbearing, personality - but deep in the shadow of that, gaining strength itself, was the feeble flicker of Rogue's psyche. Xavier was glad that Beast had warned him against further tests. It would have been an utter waste of time; a telepathic search would not have gotten far with such a struggle in progress, and the very nature of Rogue's power had always made her notoriously difficult to scan.

"Professor Xavier, sir," Carol said. "I hope you had a nice flight."

"Very nice, by conventional standards," he said. "I'm afraid, though, that the Blackbird has spoiled me."

She nodded. "Oh, yeah, I saw that. Pretty superior chunk of metal. There are at least two dozen countries that would give their eyeteeth for a fighter jet with its capabilities."

"I'm certain there are," he said, raising an eyebrow.

"Good thing I don't care about money," she said, winking and flashing a brilliant smile, and he was charmed despite himself.

"Indeed." Xavier picked up the helmet and slipped it over his head, a familiar and soothing gesture that never failed to calm him. "I understand you'd like to find your body."

"Yes I would," she said, leaning forward, over his shoulder, to better see what he was doing. "Oh, yes, I would. But only if it's breathing."

* * *

Nestled in a rare flat spot between mountains, the base, half-jokingly referred to as "Area 52" by the soldiers who guarded its secrets, was a fortress in all but appearance. Its handful of buildings, laid out in a small grid next to a simple tarmac runway, were unremarkable things of cinderblock architecture, and only a few of them had so much as as a satellite dish showing.

Nevertheless, it bristled with the most advanced weaponry systems the military-industrial complex had to offer, and the soldiers manning them were also highly trained S.H.I.E.L.D. operatives. They had no compunctions about shooting to kill.

Because of its importance, the base had been designed to withstand almost any kind of attack, from ground assault to a nuclear strike. It should have taken an army several days to make it past the first line of defenses.

The Four Horsemen reached the heart of the base in exactly six minutes.

Mr. Sinister followed behind them on the ground, hands clasped behind his back in satisfaction. Death's wings were working flawlessly, as were the last-second horses; those had been his two greatest worries, and now they had lifted. He was having a most agreeable day.

A small group of soldiers had regrouped in front of them, forming a line of high-powered resistance. "Surrender or be destroyed!" one of them shouted, the fear and panic obvious.

Death halted his flight, drawing himself straight and pointing at the soldiers. "You are nothing in the eyes of Apocalypse! Seek thee to make war? - we shall rain war upon you!"

War, needing no further prompting, clapped his hands together. Light flared around them, and a split second later the soldiers were enveloped in a fiery explosion. They screamed.

Pestilence began to laugh, a thoroughly insane sound, and Sinister was reminded of Riptide. Then the green-skinned Horseman swooped down on the survivors, and the screaming intensified. Famine followed, pressing her hands to the mens' faces one-by-one, and they shriveled into skeletons where they lay.

A bullet nicked his shoulder, throwing him slightly off-balance even as the wound knit closed again. Sinister turned to face the hapless soldier who had fired the shot and raised his hand, aiming casually. A blast of reddish energy lept from his open palm and knocked the soldier into a wall. The man fell to a limp heap on the ground.

Sinister strolled over to him, taking his time. The soldier looked up as he approached, and even if he had not been a medical doctor Sinister would have recognized the signs of a dying man. A thin line of blood leaked from his mouth, staining the concrete in dark red blotches; he tried to speak and only coughed up more blood.

He also tried to raise his weapon. Sinister kicked it away, then looked over his shoulder at the one-sided battle raging behind him.

Death was hovering above the scene, arms spread in benediction of the murderous acts being committed below. Famine was idly wandering among the soldiers, killing those who were only injured. War was nowhere to be seen, but several explosions rocked the base in quick succession. Pestilence was wheeling her horse around to attack one of the few defense batteries still firing. Blood was everywhere. Fear hung over the survivors like a shroud.

They were the Four Horsemen. No man or mutant could look upon this work and argue that the Apocalypse was not at hand. Sinister had done his job to true perfection.

The dark majesty of it all made him feel that some symbolic gesture of the occasion was in order; he briefly, unseriously, considered the music of 'Die Walkure' but dismissed it as overly melodramatic. To be honest, he'd never held Richard Wagner's operatics in much esteem, and his low opinion of Teutonic intellect had declined even further after his dealings with Josef Mengele, whose experiments had been crude and his research, slipshod. In addition to those crimes of science, the idiot had decimated a rich and promising genepool. Sinister quite regretted ever deigning to work with him.

He settled on something more appropriate for a Englishman of good breeding like himself, and watched the unfolding carnage with Shakespeare in mind.

" 'Make all our trumpets speak, give them all breath,' " he quoted, crouching to collect a small blood sample from the dying soldier at his feet. " 'Those clamorous harbingers of blood and death.' "

As if on cue, Death streaked overhead, wings flashing, and, checking the progress of the other Horsemen, Sinister judged that he had waited long enough. He tucked away the blood sample and straightened, striding across the gore-spattered tarmac and muttering to himself, " 'Do we but find the tyrant's power tonight...' "

Pestilence began cackling madly somewhere not too far away, drowning out the dying moans of soldiers. The sound made Sinister quicken his step. It also made him narrow his eyes and smile. He finished the quote, paraphrasing slightly: "Let you be beaten if you cannot fight."

The man who now called himself Mr. Sinister was many things, but he was never so foolish as to be caught without a backup plan.

If the X-Men had taken his counterweapon to the Horsemen, they would have to use her themselves - half-finished though she was. Letting Apocalypse keep his new servants, who did their jobs so well, was simply out of the question.

Which was why, even as the Horsemen cut a swath of devastation through the base, he paused inside one bunker just long enough to check the time on the East Coast, and then, using an ability he'd purloined from the DNA of the master he no longer served, quietly teleported himself away.

* * *

"No luck, I'm afraid," Xavier said, taking off the gray metal helmet. "Wherever your body is, Carol, I can't find it."

She exhaled slowly, leaning forward against the console. "I'm dead, aren't I, Professor?"

"Not necessarily," he said. "There could be any number of reasons... beginning with the fact that you aren't truly a mutant. Am I right?"

So someone had finally figured it out. Putting aside for the moment her likely mortality, Carol nodded. "Do you think I would've dreamed of signing on for military service if I was?"

He folded his hands beneath his chin and regarded her with intense curiosity. "May I ask what you are, then?"

She laughed - gently, because it wasn't an outlandish question by any means. "A girl who was in the wrong place at the wrong time, and got between a couple of people she shouldn't have. The rest of it is classified as a matter of national security."

"I see," Xavier said, eyes narrowing slightly - not out of displeasure, but calculation. Carol had seen the look before, on everyone from heads of state to her own parents, as they tried to figure out what kind of national security rested in the secrets of a pretty, blonde woman.

She wondered what Xavier would think of the civil war that had spilled onto Cape Canaveral one night before a shuttle launch, early into the program; of the relative rookie who'd been dispatched to deal with the problem without knowing what it was; of the weapon that had caught her in the genetic shadow of one of the combatants and left her with all the powers of a Kree warrior.

President Reagan had been horrified by the nation's vulnerability. Her parents had tried to put her into therapy. Nick Fury had just frowned and told her that she was working for him from then on.

She had the feeling that Xavier would react the in same way that S.H.I.E.L.D.'s exobiology technicians in Utah had: by interrogating her for days and listening to everything with rapt fascination.

Academics - throw the proof of intelligent, extraterrestrial life in their faces and they went bananas. Go figure.

"Like you," she added, as an afterthought, "I didn't choose to be this way. And like you, I've tried to use my gifts to make the world better and safer. So how I got them is really not the important factor here."

"Agreed," Xavier said, nodding once. "Still, I..."

He broke off as an insistent beeping filled the spherical room, along with a flashing holographic warning that popped up right in front of their faces.

Carol read the warning with narrowed eyes. " 'Unknown transmission source.' But they obviously know you."

Xavier said nothing, but he was frowning as he pressed a quick sequence of keys. The holographic display blurred out, then was replaced by a video feed. The signal was clear and steady, and while she didn't recognize the well-groomed man on the screen, it was clear that Xavier did.

"Dr. Milbury," he said, the frown turning into a look of total surprise. "How did you -?"

"The creature comes from the east, Charles Xavier, but turn your eyes to the west," Milbury said, smirking, and then the signal abruptly transitioned into something new. This feed was black-and-white and grainy, with no sound, and full of intermittent bursts of static that blotted out the entire picture, but there was no doubt as to what it showed.

Soldiers, being cut down where they stood, locked in a futile fight for their lives against enemies who moved too swiftly for their images to be caught cleanly by the video camera.

"My God," Carol said, too stunned to think of anything else.

The horrific picture blinked out just as suddenly as it had begun, the transmission terminated from the other end, and she broke out of her trance, turning to Professor Xavier to see what his reaction was.

He had frozen, his face gone completely blank, and she had a moment of fear that he had suffered a heart attack or something equally serious. Then he stirred, shaking his head, and rubbed his eyes. "Not God," he said heavily. "Not God at all."

"Then who was that?"

"Almost certainly, agents of a madman who calls himself Apocalypse," Xavier said; his hands were shaking slightly. "What fools we were to think he had been destroyed... 'The creature from the east' - a clear reference to the Beast of Revelation."

"The apocalypse," Carol said, confirming, and he nodded. That mystery solved, she demanded, "So who is Milbury?"

"Milbury is... a colleague of Dr. MacTaggert." Xavier shook his head again. "A doctor - a geneticist, to be more precise - and quite brilliant. Although how he managed to access this line is beyond me..."

_Dr. Milbury's brilliant - lightyears ahead of everyone else in his field!_

Carol started, the memory hitting her with more force than any fist could hope to. "Risty knew him!"

"Risty?"

"She told me - Rogue - that Dr. Milbury could cure her," she explained, pressing her hand to her forehead in an effort to coax more fugitive memories to the surface. "And I think Rogue... went to see him?"

Xavier did nothing for a moment, then put his own hand to his temple. "Logan, Hank, report to Cerebro immediately." He looked up at her in concern. "Carol, are you experiencing Rogue's memories?"

"Just the one," she said. "Why?"

"It's probably nothing," he said, and any further conversation was put on hold by the arrival of Logan, and right after him, Beast.

"What's the rush, Charles?" Logan asked.

"Several things," Xavier told them. "You were both here the night Rogue disappeared. Did she leave with Risty?"

Logan nodded. "Yeah. 'Risty' said they were goin' to a party, but I don't buy that for a second."

"Carol believes they were going to see a geneticist named Dr. Milbury," Xavier said. "But his work is based in London."

"Dr. Nathan Milbury?" Beast asked, sounding surprised. "He was scheduled to present a paper at a medical conference in New York City last week. He canceled at the last minute - a very big disappointment to everyone, including myself. I was looking forward to hearing about his latest research."

"And now he's sending cryptic messages about Apocalypse over secured lines," Carol said, jerking her head in the direction of the console.

Logan growled, "Apocalypse?" just as Beast exclaimed, "What?"

Xavier sighed and replayed the message for them. Carol watched both of them, instead of the screen; Beast was just as horror-struck as she had been, but Logan, hardened to sights of that kind, only winced. And then he frowned and said, "Hold on - play that again."

"Did you see something?" Xavier asked.

"Yeah." He pointed at the black-and-white feed. "Watch the static bursts."

Carol did, and after the first few, she suddenly saw the pattern. "It's Morse code!"

"Numbers," Logan said. "Coordinates. Whoever Milbury really is, he left us an address."

"Out West somewhere," Carol said, squinting at the static. "But where?"

Beast coughed and politely nudged Carol aside, taking her place beside Xavier at the console. "If we can access the main computer for a moment, I believe I can answer that question."

His thick, clawed fingers flew over the keys, and a flat, two-dimensional map of the world popped up over their heads. It zoomed in to the southwestern United States, then zoomed in again immediately to a remote corner of Utah.

"The middle of nowhere, it looks like," Logan said.

Xavier said, "But there were buildings, and soldiers - clearly some kind of military installation."

"Maybe Milbury - or whoever the sender was - meant that the people responsible for the atrocities could be found at this site," Beast suggested.

"No, I know this terrain," Carol said, shaking her finger at the map. "It's a military base. I served there as part of a S.H.I.E.L.D. security detail."

"It's not on anything we have," Beast said.

"That's because they don't like to advertise."

"Why? What do they do there?"

Carol grinned. "Have you ever seen 'Close Encounters of the Third Kind'?"

The others exchanged glances. Beast asked, cautiously, "Why?"

"Oh, no real reason," Carol said, still grinning. Her grin faded and she became serious again, adding, "But we had better get out there in a hurry."

Logan raised an eyebrow. "You always did have more guts than sense, Ace -"

"Which is why we got along so well," she interrupted, giving him a knowing look.

He ignored her and went on, "- because this has 'trap' written all over it, and you're already set on goin' in."

"Logan, I don't care if it's the Hun army come back from beyond the grave," Carol said, putting emphasis on every word. "We've been given information, and we have to use it. You guys clearly have some history with this Apocalypse yutz. Do you think we can afford to sit back and ignore this?"

"No," Xavier said, firmly. "We will ready the Blackbird for departure immediately. Although I would like to know how Milbury arranged this."

"So would I," she said, and she meant it. The first time she'd seen him, he'd looked unremarkable. But the second viewing, and the third, had left her with a niggling sense of deja vu, and she'd long ago learned to trust her instincts when it came to that kind of stuff. The first rule of investigating was "There Are No Coincidences," and that maxim applied to psionic clues as well.

Milbury didn't physically resemble anyone she knew, or had known; the whole mystery might be solved by the simple fact that Rogue had met with him, and her memory had bubbled up, but Carol didn't think so. There was something else - something in his body language, maybe, or his voice...

No, not the voice - it was his tone that was so familiar, she realized. That polite, cultured tone that nonetheless oozed sarcasm. She'd heard it before, and recently, but she couldn't quite place it. Someone... someone with a slightly different voice... more sibilant?

She smacked her fist against her open palm in frustration. If she could just remember -!

Do be careful what you wish for, Ms. Danvers, the voice whispered in her mind, and all the pieces fell into place.

"Sinister," she said, spitting the name out. "Milbury is Sinister in disguise."

The three men stared back at her, apparently stunned.

After a moment, Beast said, "Well. That explains quite a bit, I guess."

"Logan, prep the plane," Xavier ordered. He had gone nearly ashen, but there was iron in his voice. "Beast and Carol, get the students. I have to contact Moira immediately."

"Why?" Carol asked, although she was pretty sure she knew the answer.

"Because Dr. Nathan Milbury is at Muir Island right now."


	12. Lamentings, part 1

Note: Does everyone remember the '60s incarnation of Marvel Girl? Good, because I briefly ref her most notorious costume. In Kitty's very, very first appearance in the comics (the beginning of the Dark Phoenix Saga, no less), she was walking home from ballet class, which is another ref. The "art of war, profession of peace" schtick paraphrases an excellent line from the JAG episode "Into the Breech."

* * *

Lamentings heard i' the air, strange screams of death,  
And prophesying with accents terrible  
Of dire combustion and confused events

- 'Macbeth,' Act 1, Scene 3

* * *

"No," Ace said, literally putting her foot down. The foyer's marble tiles cracked beneath her heel, and all the kids flinched. "No way."

"Ace, they're not gonna go out there and get us all killed," Wolverine said, trying to get through to her on this subject. He hadn't even gotten to the Blackbird when she'd started arguing the point, and he'd abandoned that duty to come to Beast's defense. Now, a full five minutes later, she was still going strong, and he was getting annoyed. "They ain't S.H.I.E.L.D.'s finest, but they're not half bad either."

The kids, wearing their uniforms and ready to go, looked pleased at that bit of praise. He'd have to make up for it later with a particularly grueling Danger Room run.

She shook her head vehemently. "I don't care how well-trained they are - they're still kids, and kids will screw things up. The last thing we need is for this to turn into a clusterf-"

"Language," Wolverine cut in. God knew he got griped at enough for that; he wasn't going to let her get away with it.

Ace gave him a dirty look and continued, "Into a messy situation."

"Look," Cyclops said, in full leader mode. "We're going with you. That's it."

"Look," Ace shot back, somehow managing to loom over him despite being a good foot shorter, "you're NOT. That's it."

Wolverine didn't quite manage to swallow an exasperated snarl. At this rate, they'd get out to the mystery base and find only tumbleweeds.

"May I make a suggestion?" Beast said, raising a finger as though he was back in the classroom correcting lab groups, instead of breaking up a clash of titans.

"Go for it, Hank," Wolverine said, crossing his arms and glaring at Ace. She'd always been too damn stubborn. It wasn't a bad quality. Not always. But "not always" sure as hell didn't include right now.

Beast stepped in between Ace and Cyke, forcing them to back away from each other. "Carol has raised a good point. You are children. But Wolverine has also made a good point. Therefore, I suggest that we take only the most experienced of the students."

"Man, they get to have all the fun!" Bobby protested.

"Trust me, icecube, this is not going to be fun, not if the professor's right," Logan said. Bobby just kept looking disgruntled.

"Deal," Cyke said, and Jean nodded behind him.

All eyes turned to Ace. She shook her head. "I'll do it, but only if you get me a better outfit. I can't fight in the one you guys gave me the other day."

Wolverine made a face. Ace had some strange ideas about what to wear into battle, he remembered. "Why not?"

She started ticking items off on her fingers. "Armor I don't need, gloves I don't need, material's too heavy, black's not my color."

Jean exchanged an eloquent glance with the adults and gestured for Ace to follow her upstairs. "Let's, ah, see what we have."

"In the meantime," Beast said as they left, "I would like to explain a few things to everyone. The first is that those of you who stay behind will possibly be taking a trip to Muir Island, depending on how Professor Xavier's phone call turns out."

"Yes!" Bobby exclaimed, exchanging high-fives with Sam.

"If you don't," Beast continued, warning now, "you'll need to be on your best behavior anyway. The professor is not in the most forgiving of moods right now."

"Is Dr. MacTaggert goin' t'be all right?" Rahne asked, anxious enough to make her Scottish accent sharpen. Her little face was tense with worry, and Logan knew why; Moira had been like a mother to the girl, and Rahne was nothing if not protective of her pack. He kind of understood the feeling, himself.

"She'll be fine," he said, before Beast could. "Got that Cassidy fellow right there, remember?"

Rahne nodded, still scared for her mother-figure, but fighting hard not show it.

A cough from the top of the stairs made them all look up. Jean was walking back down. "Carol's going to use one of my old uniforms - the green one."

"The one with the skirt?" Cyke asked, and Logan had to look away before someone saw him smirking.

Jean was clearly flustered. "No. I couldn't fight in that thing. Remember?"

Beast clapped his hands together; a teacher's trick to recapture lost and straying attention. "Anyway, you should all give the professor a wide berth today, unless he says otherwise."

Bobby snapped off a mock salute, trying too hard to be funny. "Aye aye, sir!"

Logan caught his eye, growled, and had the satisfaction of watching the kid go slightly pale.

"Sorry for the delay," Ace said from the second floor - she'd always been pretty quick with that kind of stuff - skipping the stairs and flying down instead.

And everyone stared.

The only thing they recognized was the white-striped hair - and even that had been yanked back into a short, bristly ponytail. Gone was the black-and-green uniform. In its place was an emerald suit with a large white, fabric 'X' crossing the chest and back, and a pair of boots that looked a lot like Storm's. And somewhere along the line, she'd scrubbed off the heavy purple makeup that usually painted Rogue's face. It still looked like her, sort of, but if they'd had any illusions about who was in charge before, they didn't now. The person that touched down on the cracked floor wasn't Rogue at all.

Ace caught the look on everyone's face and chuckled. "Take a picture, it'll last longer."

"Whoa," Evan said, wide-eyed.

"I don't know if this makes it less freaky, or more," Bobby said, scratching his head. He was promptly elbowed in the ribs by both Jubilee and Sam. "Ow!"

"Okay," Ace told them, all business once again. "Gather the chosen ones and let's go."

Combat readiness was Wolverine's area of expertise, so he uncrossed his arms and started pointing. "Cyke and Jean to the X-jet. The rest of you - go do homework."

The other kids started whining and moaning about the cruelty of life, but Logan didn't care. He grabbed Dacosta by the collar as the boy turned to leave and added, "When Kitty gets back from ballet, and the elf gets back from wherever, fill them in."

"Right," Roberto said, looking smug that he'd been chosen to do something. Wolverine let him go, confident that the little overachiever would fulfill his given duties, and joined the four others heading for the jet.

* * *

Dr. Moira MacTaggert, being one of the few people in the world who not only knew about mutants but spent the better part of her life with them, had seen and heard just about everything. She was rarely caught by surprise, and ever since Charles Xavier and Eric Lensherr had had their falling-out, she'd made it a point to stay as far removed from their back-and-forth game as possible, and to have really good security, because it was no secret that she sided with Charles.

The call from Charles, occurring just a handful of hours after he'd left, was alarming, since it effectively told her that the game had new players, and that those players were serious. Her first reaction had been disbelief. Her second reaction had been a grudging admiration for someone who could get past the thorough barrage of background checks that she ran on applicants to the Muir Island Research Center. Her third reaction, though, was the one propelling her now.

She strode down the hall with the phone in one hand and her adminstrator's passcard in the other, intent on seeing for herself what Dr. Milbury was doing. Somehow he'd knocked out the security cameras in his rented lab space, and Moira had no desire to wait for backup. Sean was not in residence at the moment, and the next available source of muscle was the police on the mainland. It would take them nearly forty-five minutes to get there. Far too long, in her opinion.

"This is a dangerous man," Charles repeated into her ear, urgent. "You shouldn't try to confront him on your own, Moira!"

"He's in my lab, in my Center," she said, more furious than scared. "He's lied to me, and abused my goodwill, and ye should be feelin' less worried for me and more for him."

"Moira, I can't emphasize this enough," he said, now boarding on pleading. "If you go in alone, you could very well be killed. Please, reconsider!"

She reached the door and slid her card through the lock; the light flashed green immediately and she put her hand on the door's handle. "Too late for that, Charles. I'll call y' back."

Moira hung up on him before he could respond, tucking the phone into her lab coat's big pocket and removing the small pistol she'd purchased years ago, after her Glasgow clinic had been burglarized by teenagers looking for drugs. As far as protection went, it wasn't much, but it was all she had.

And then she pushed open the door to Milbury's lab, feeling a surge of adrenaline with just a thrill of fear mixed in, and found herself brandishing a gun at a completely empty room.

"What the devil...?" she said in Gaelic, shocked clear out of English.

It was gone, all of it; all of the file cabinets were standing empty and open, all the countertops were cleared of trays and flasks, and the room's computers were all staring back at her with blank blue screens.

Five minutes ago, before the security cameras malfunctioned and Charles had made his call, the lab had been a busy, humming hive of experiments and documents. The sheer volume of the research materials made it impossible for someone to remove it all in days, let alone a space of minutes.

She looked around the room, peering cautiously around the equipment still left with horror movies in mind, and when she was satisfied that there was no one lurking in wait, she fumbled for the telephone and dialed Charles' number.

"Moira?" he answered, sounding almost panicked, and she felt slightly gratified to know that he still worried about her.

"Right here, Charles. You're not goin' t'believe it," she said, looking around the room again herself. "The bloody lab is empty."

"Empty?"

"Empty," she repeated. The refrigerator door was standing open, so she walked over to investigate. "Milbury, Sinister - whoever he is, he's gone, and he's taken his things with him... and fifty liters of PCR ingredients! Those belonged to the Center - do ye have any idea o' how expensive that bloody stuff is? Fifty liters!"

Charles, a good deal calmer than she was, said, "But he isn't there?"

"No," she said, shutting the refrigerator. Slamming it, more accurately. "And it's lucky for him he's not. He did this in five minutes, Charles! Wiped the computers clean, too, it appears. A dozen years of work, gone in five minutes - and what am I goin' t'base my next project on, now that he's ripped away the research that'd prove it?"

"But he is gone?" Charles pressed again, and it sank in that he was still very much concerned for her.

"Yes. We're safe," she said, allowing her tone to soften. "We're all of us safe, accushla."

"Thank goodness," he said, with genuine relief. "Be careful, though, Moira - Sinister could still be there, or he could return. Remember, he's a shapeshifter."

"I'll put the Center on lockdown if I have to," she said, which meant DNA scans on everyone and more sealed doors than the Americans' Pentagon, and that appeared to satisfy him, because he bid her goodbye and hung up.

She turned off the phone, fuming over the disappearance of crucial data and a brilliant scientist, and noticed out of the corner of her eye another missing piece of expensive Center equipment. "That son o' - he took the bloody centrifuge!"

* * *

Cyclops was the first one to board, as usual, and as he warmed up the engines Professor Xavier entered the hangar. He disembarked long enough to ask, "Professor - is everything okay at Muir Island?"

"Thankfully, yes," the professor said, with obvious relief. "Moira - Dr. MacTaggert - said that Milbury was at the Center, but he was gone by the time that I called her. Apparently, in the five minutes he was left alone, he cleaned out his allotted lab space, purged the computers of his research data, and then simply vanished without a trace."

"Busy guy," Cyclops said, frowning slightly. That sounded like teleportation, and that was never a good thing when the bad guys had it. It would have been nice if they still had Gambit to quiz, but that was such an utter impossibility that he shook his head at himself. Not even worth considering.

He still didn't know why Remy had just picked up and vanished - well, okay, he did know, but he didn't understand it at all, and he liked it even less. Sure, there had been times when he'd wanted to walk away from the Institute too, and there had been that once, years ago, when he'd made it all the way to the bus station before realizing what he would be throwing away if he left. The Institute was more than a school. It was more than a home. In its walls he'd discovered his life's purpose, and been given a dream worth pursuing at all costs. Scott Summers could no more abandon the X-Men than he could stop breathing.

And that was why he couldn't understand why someone would leave over a situation that was likely temporary, especially after all the slack they'd been cutting Gambit.

"Yes, which is why I think this mission is more imperative than ever," the professor said, nodding. "If Sinister is at all involved with Apocalypse, we may be facing a more dire threat than we imagined."

"Are you coming with us, Professor?" Jean asked, walking into the hangar with Beast and Carol. Storm appeared behind them a split second later.

The professor appeared to consider it for a moment, then shook his head ruefully. "No. Although my telepathy might be useful, I think I would prove more of an impediment than anything else."

"You just need something with more mobility," Carol said, lightly touching the arm of his wheelchair as she headed toward the Blackbird. "Something that terrain doesn't affect."

Something that terrain didn't affect... Cyclops had thought about it before, after the difficult escape from Apocalypse's tomb in Egypt, but now he began to wonder again. What kind of a machine would that take? If they came back from this, he and Beast needed to investigate it further.

Wolverine boarded, barking "Let's move it," over his shoulder, and Cyclops gave the professor a nod before returning to his place in the pilot's chair.

He started the engines, checking automatically to make sure that everyone was safely harnessed into their seats, and opened the hangar doors. The take-off sequence was something he'd done a hundred times, but he never relaxed.

Not paying attention could lead to big problems, especially when it came to aviation. He knew that firsthand.

This time, as always, everything proceeded smoothly, and the Blackbird was up in the sky and on its way to Utah. Cyclops was more at home in the air than he liked to think; it was genetic, it had to be. His father had been a pilot, and he sort of remembered hearing that his grandfather had been too. Still, he'd been terrified of planes for a long while after the accident, and it wasn't until Professor Xavier had shown him the Blackbird that he even wanted to go near one.

He pushed the engines to their top speed. They'd make Utah in roughly half an hour. Way too late, his mind told him. The soldiers would all be dead, and the killers would be long gone.

A movement at the corner of his vision - which was admittedly a little more limited than most people's - caught his attention, and he turned away from the controls to see Carol up out of her seat and rummaging through one of the compartments.

"What are you doing?" he asked point-blank. He knew they had to cut her some slack, too, but he was getting tired of her strangeness. To be completely honest with himself, he was getting tired of her because he wanted Rogue back. The dynamics of the team were all skewed without her, and Carol's presence wasn't helping to unskew them.

"Looking for something," Carol answered, completely unruffled.

Wolverine made an amused noise, then said, "We don't have any, Ace, so you might as well stop now."

Carol did stop, putting her hands on her hips. "I can't see why you don't. What happens if you have to fight somewhere cold - Siberia, Antarctica... Canada?"

"Uniforms are insulated," Wolverine informed her, scowling a little at the "Canada" bit, and for some reason Carol returned to her seat in a visible huff.

"Take all the fun out of it," she muttered, just loud enough for everyone to hear. "What's the point of globe-trotting if you can't wear a bomber jacket?"

Cyclops shook his head, not understanding that in the slightest, and turned back to the controls.

"We're not doin' this for fun," Wolverine said behind him. Obviously they weren't finished with the conversation. Feeling only a little guilty for eavesdropping, Cyclops set the autopilot and focused on what the two were saying. "And what do you need those jackets for, anyway? Not like you feel the cold."

"I can't remember if I told you and you've forgotten, or if I didn't tell you and I've forgotten," Carol said, her tone wistful and full of something like bitterness.

Wolverine said something under his breath that sounded like, "Yeah, ain't it a bitch?" but Cyclops wasn't sure. Wouldn't have surprised him; the older mutant's experiment-induced amnesia was a well-known point of frustration. Cyclops and the rest of the X-Men had learned long ago to steer clear of that topic.

Carol snorted. "But the end result is the same: I wear them because I like them. I used to have a nice set of ribbons to pin on them, too, before the Air Force decided I wasn't their problem anymore."

"That last part I did know," Wolverine said. "And I also know you need to calm down."

At that, Cyclops couldn't help but turn to look at them. Sheer amazement would do that. Wolverine, telling someone to be calm? Twilight Zone stuff, definitely. Almost as weird as Jean dumping Duncan, he thought, and hoped Jean didn't pick up on that thought or the feeling of exhilaration that went with it.

"This is not a good time for me, Logan," Carol said, warning. "A lot of my former colleagues are getting killed - a lot of your colleagues, too. I know you don't have fond memories of S.H.I.E.L.D., but loyalty used to be one of your better-"

Wolverine growled - a low, threatening sound that, as always, made the hairs stand up on the back of Cyclops' neck. He didn't like to admit it, but sometimes Wolverine really creeped him out. "I got yer point, okay?"

I think Wolverine might have met his match, Jean's voice whispered in his mind, laughing a little.

I think you're right, he answered. I just hope we're not going to meet ours.

Don't worry so much, Scott.

I can't help it, he told her, and it was the truth.

She knew it and made the telepathic equivalent of a resigned sigh. We're going to be fine.

He wanted to believe that she was right, but he doubted it. A lot.

* * *

Apocalypse watched his Horsemen at work, and he was pleased. They did his bidding well. Death in particular impressed him, although Pestilence's performance was admirable, and War's ferocity was not to be slighted.

A worker drone crept around him, connecting wires to the sarcophagus. Having a cluster of attendants responding to his every whim was not a novel experience, but it was one he had been too long without, and he reveled in it even as he plotted the drones' demise. He had already abandoned the monitoring system Essex had set up for his use, lest it contain some seed of duplicity. The use of his telepathy was draining him, but it was a necessary expenditure. His golden room was nearly finished; he could afford it.

He had not seen Essex through his Horsemen's eyes in some time, and the tinkerer's absence made him suspicious. It was unlike Essex to obey completely; he was scheming something. Of that Apocalypse was certain. The only question was of what form this new betrayal would take.

Apocalypse reached out through the minds of his Horsemen, sending them all on a search of the base. They scoured the buildings, looking for anything that Essex might have left, and when, after the better part of an hour, they found nothing, Apocalypse was most displeased.

He brooded over the problem for several minutes, leaving his Horsemen to their own devices as he did. Perhaps Essex had not risked his neck so openly. Perhaps he was counting on others to fulfill his betrayal. Yes, that fit his cowardly nature perfectly.

With this new, highly probable plan in mind, Apocalypse took control of Death's body and propelled him into the air, looking through his eyes to see if any company was on the horizon. The effort tired him more than he expected, and he realized he would have to limit himself to mere observation from this point on. Unfortunate, especially considering what Death's keen  
vision showed him.

The black jet was far off still, but it was approaching swiftly, and Apocalypse began to laugh when he realized who Essex had sent. The drones scurried away, frightened, and he laughed harder.

Revenge.

He only wished he could be there. And that, of course - that infuriating physical inability to do as he wished - made him all the more eager to see the X-Men ground into dust.

* * *

Carol stared out of the window with undisguised anxiety. The scenery had given way to desert hills, all soft browns and beiges, and the thick black columns of smoke had stood out in sharp contrast from a long ways off. She could only imagine what the nearest fire departments were thinking - a fire, where there was supposed to be nothing but sand and rocks?

Now, as they closed in on the final miles, she pressed her face to the curved glass and prayed that she would see some sign of life, of resistance, of a problem under control. She was trained in the art of war, but liked better the profession of peace.

"Please, please," she murmured, but all those hopes were dashed when the base came into view.

The neat rows of buildings were scorched and blackened. The satellite dishes and other communication equipment were utterly gone, broken off at their bases and flung to the ground. The tarmac lay in ruined, cratered chunks, and there were suspicious patches of red everywhere.

"We'll have to land off-base," Cyclops said, and it sounded like he was trying very hard to hold it together.

"Oh my God," Jean said, showing her horror more freely. "Do you think anyone's alive down there?"

"I hope so," Beast said. He didn't sound very confident.

Logan said nothing. Neither did Storm, although her eyes narrowed.

Cyclops set the jet down on the far side of the tarmac, well away from the craters and buildings. Carol barely waited for the landing gear to kiss the ground before she was out of the aircraft. The ground-level view was even worse, and for a moment she could do nothing but stare. She remembered this place - the pilots joking in the building over there, before and after they ran missions, and the engineers scurrying around between those three buildings just before major tests... She had been stationed here right after the NASA accident, learning how to cope with her new powers, and she remembered standing on watch under the wide night sky, with the stars filling her vision whenever she looked up. She'd felt a peace here. This was a secret place, yes, but the work being done wasn't intended to harm, military funding or not. It was just science. And now...

The X-Men had filed out of the jet behind her, and she knew without looking that they had similar reactions. Devastation was devastation; it just hurt her more because she knew the place and the people.

"It looks like a war zone," Beast said.

Logan sniffed the air and growled, popping his claws. "It's close enough to one. And we got some combatants still hangin' around."

Carol asked, "How many?"

He growled again. "Not sure."

They set off in a cautious trek toward the heart of the base, with Carol and Logan taking point. She flew at the level of the buildings' roofs, looking for trouble from that direction, while Logan prowled on the ground. Beast and Storm stopped at every fallen soldier; he checked for a pulse if the body was reasonably intact, and she made a small, quick ritual gesture every time he shook his head. Cyclops and Jean trailed behind, looking utterly shocked. Carol would have felt sympathy for them, but she was too busy building a seething, righteous anger against whoever had done this.

It wasn't long before they came across a group of bodies that were hideously deformed - nothing more than skin and bones, almost drowning in their body armor.

Carol had never seen anything like it, but judging from the haunted expression that crossed Logan's face, he had. Not bothering to descend, she called down, "What is it?"

It took him a second to answer, and when he did, his voice was unusually flat. "Just memories. Saw a lot of folks who looked like that in Poland, once. Some of them were still movin'."

Her own memories clicked into place; there were rumors that Logan had been involved with the end of the World War II operations in Europe, and that he'd been around for the rescuing of more than one concentration camp.

For the first time since they'd landed, Cyclops spoke up. "What could do this to someone?"

Storm, finishing with her round of gestures, stood and looked past Logan at the buildings. "I don't know, but I think we're about to find out."

Carol turned and saw three figures waiting for them, all seated atop what looked like robot horses. Two women and one man. One of the women had green skin and a wild mane of brown hair, and, oddly, flowing pink clothes and a jaunty pink ribbon around her forehead. The other woman had ash-gray skin sunken over a tiny, gaunt frame and a light dusting of gray hair. Her  
outfit was deep purple with a white skeleton decorating it, and Carol was ready to bet even odds that this was the person responsible for the skeletonized soldiers.

The man was tall and imposing, dressed in a suit of colored metal armor and chainmail. A mace hung from his belt, and two sword hilts jutted from his back. He looked like the guy in charge, and Carol was not surprised when Logan pointed at him with his claws and growled, "Okay, bub, just who are you clowns supposed to be?"

"We are the Four Horsemen of the dread lord Apocalypse," the man proclaimed. He thumped his chest with one fist. A red glow flared to life at the impact, then faded. "War."

"Famine," the skeletal woman said, spreading her bony hands.

The green-skinned woman cackled. "Pestilence!"

"Death," a new voice said, somewhere above them, and Carol looked up with horror.

He descended slowly - a minor deity coming to the mortal realm. His short blonde hair shone gold in the sunlight, creating a striking complement to his sky-blue skin. His costume was a far darker navy, streaked through with a bold, angular pattern of red lines, but it too shone in the reflected light of the massive, impossibly graceful metal wings that spread from his back. Even  
with the distance between them, Carol could see the cold, dead expression in his eyes, the utter lack of humanity. He radiated it the way War radiated destruction.

An angel of death. A fallen angel, whose god-given wings had been stripped away by earthly devils, and who wore a face she knew too well. He stopped his descent a yard over her head and twice as far away, hovering in place with a few deft wingbeats.

"Warren," Carol said, so softly no one heard her, not even Logan. Then she snapped out of it and shouted, "It's Warren!"

Death looked at her, cold fire burning. "Warren Worthington no longer exists. I am Death, proud Horseman of En Sabah Nur, the Alpha and Omega, and my lord orders us to slay all who call themselves X-Men!"

"Oh yeah?" Logan shouted up at him. "You think you can do better than yer boss?"

Death gestured imperiously, and the other three Horsemen spurred their horses and joined him in the sky. He spread his wings further and declared, " 'For the great day of their wrath has come, and who can stand before it?' "

Cyclops said, "I'm thinking that means 'yes'."

Carol wasn't religious, but she had a sudden burst of memory and recognized Death's words as a line from Revelation. She fell back a few feet, preparing to run as soon as she had to, and yelled down, "Close - it means go for cover!"

Pestilence whooped with laughter and spurred her horse forward towards Carol, holding her hands high. Carol feinted left, then kicked out with one foot and caught the green woman in the torso. She didn't fall, but she was thrown off-course and had to circle around. By the time she came back into range, Carol had left the fight and was trying to get back to the Blackbird and the onboard weapons systems.

"Come back, come back!" Pestilence cried out. "What's wrong - do I make you sick?"

"No, but more of those puns might," Carol said to herself, and ignored the taunting for a moment. Pestilence's new course blocked the direct path to the Blackbird, so Carol abruptly changed her own course and shot upwards, climbing faster than the mechanical horse could ever hope to. Then she flipped around and headed back down, getting a few seconds' precious lead on the Horseman. In the breathing space thus gained, she looked down at the base, trying to calculate her next move.

War and Famine were pursuing the X-Men, who had all followed Carol's advice and run - except for Logan. He was standing his ground and facing off against the one Horseman left.

"You should not have trespassed against the dread lord," Death said, circling above Logan's head like a vulture. "It is futility. Apocalypse is eternal! Apocalypse is indestructible!"

"Apocalypse," Logan said, visibly unimpressed, "is full of crap."

Death's wings bristled, and his face twisted in anger. "Resist him and be OBLITERATED!"

And with that, he dove at Logan, who had his claws out and ready. Metal met metal in a flinching screech, and then Carol had to fly behind a row of buildings and could no longer see the fight.

Pestilence cackled close behind her, and Carol decided that whoever had named her was dead-on. The green woman was a pest, all right. And now who's making bad puns?

She flung herself to the right a split-second before sharp metal hooves raked the air, blessing her precognitive seventh sense all the way, and immediately brought her fist around to knock Pestilence out of her saddle.

The green woman fell without a sound, and the horse, suddenly bereft of a rider, hovered for a moment before descending itself.

Carol didn't wait to see Pestilence hit the ground, but darted back toward Logan and Death.


	13. Lamentings, part 2

Truckload o' Notes: Just so we're all on the same page regarding the Fujita Scale, an F3 tornado has 158-206 mph winds; "damage is severe, with most trees uprooted, walls and roofs torn from well-built houses, and cars lifted from the ground and thrown."

"I am become Death, destroyer of worlds" is a reference to the famous (or infamous, whatever) line uttered at the first atomic explosion by Dr. Robert Oppenheimer, who was paraphrasing the Bhagavad Gita.

The thing about seizures is true. Not only the person having the seizure but also the person trying to hold them down can be injured. The best thing to do is to clear the floor of furniture, etc., and just let them ride it out while you go call 911.

And for those unaware of the Baxter Building's significance (referenced here and in the prologue), it's owned by the Fantastic Four, who have their base on the top levels. They rent out all the other floors, y'know, to pay the bills.

* * *

Lamentings heard i' the air, strange screams of death,  
And prophesying with accents terrible  
Of dire combustion and confused events

- 'Macbeth,' Act 1, Scene 3

* * *

Storm's earlier feelings of horror had blossomed into something greater: a sense of hatred that threatened to overwhelm her altogether. These Horsemen were wrong, an abomination of nature. Their existence, their actions, went against everything she knew to be right and true. They were like black holes, warping the patterns of the world around them.

At the same time, she knew that they were victims of a madman, and that she could not lash out against them unthinkingly.

That hardly made the thunderclouds stop building overhead.

Nor did it make War stop sending explosions their way.

Cyclops, running hard next to her, turned around and let an optic blast fly. It missed, but War was sufficiently distracted to give them a momentary breathing space. Storm pointed a direction out to Beast on her her other side. He nodded and immediately changed course, veering off between two buildings; Famine veered off in pursuit of him. Storm kept flying the same path she'd picked out in the beginning, and made sure Cyclops and Jean were with her as well. The plan - if she could call it that - was simply to run, and get in shots when they could. The odds of winning a face-to-face battle seemed very small, and she could not take that risk with her students.

An explosion burst in the air barely three feet in front of her face, and Storm pulled up sharply to avoid it. As she completed the maneuver, Jean's voice said, Over here!

Storm turned to see her students ducking into one of the buildings, and although she had mixed feelings about that course of action, she followed them. War shouted something just as the heavy metal doors crashed shut behind her, but the words were lost in the noise.

The building, so plain and unassuming from the outside, was a different creature altogether on the inside. The corridor they found themselves in was made of smooth, gleaming silver metal, inset with glowing lights on the floors and ceilings, and with doors bearing official-looking numbers and warning signs. It was also wide and tall enough to allow flying, so she remained in the air.

"Do you know where we're going?" she asked Jean as they ran down the corridor, thinking that perhaps the girl was using her telepathy to guide them.

"No," came the slightly breathless response. "It just looked like a better option!"

It did at that. War had not yet breached the door behind them, probably because this entire facility had been created to withstand such attacks, if Carol was being truthful. But Storm was still waiting for the other shoe to drop, as it always did.

They came to a junction of four corridors. Cyclops paused, looked down the other three briefly, and then picked one and ran. Jean followed, and Storm, after a cursory glance of her own, followed as well.

This corridor angled downward slightly; the descent was not too sharp - certainly nothing like the hallways in Apocalypse's tomb - but steep enough for Storm to realize that they were heading underground. The very thought made her uncomfortable, but she banished it.

They had gone a fair ways down the new corridor when a blast echoed from far away, accompanied by an immense thud as the door blew in, and Storm knew that War would be on them shortly. She flew faster, Cyclops and Jean keeping pace, and suddenly the corridor ended, opening up into a truly vast room. Well over the length of a football field, it was just as high, and filled with enough peripheral equipment to supply the Institute a dozen times over. But that was not what made them all stop in their tracks.

"Oh my God," Jean said. Her voice echoed, and then echoed again. "Is that -?"

Cyclops took a step forward, tilting his head back to see everything. "It looks like it. But that would mean..."

"A mystery for another time," Storm said firmly. She had gaped as well, but only momentarily, and had now spotted a side door that had "SURFACE ACCESS: EMERGENCY" written across it in bold red letters. "We've got to get out of here before War corners us."

The students snapped out of their trances and ran over to the door. It was locked, but a telekinetic shove from Jean took care of that, and they climbed up the simple metal ladder beyond while Storm guarded their backs against any possible attack from War. Wherever the Horseman was, he wasn't closing in. Storm wondered briefly if that was good or not.

Then she took a last glance at the distinctly, undeniably alien shape of the massive UFO in the middle of the cavernous room, and hurried to join her students.

* * *

Carol didn't make it back to help Logan right away. Almost as soon as she'd left Pestilence plunging toward the concrete, she'd seen Famine and Beast engaging in a fierce battle. Famine had the upper hand, mostly because Beast was trying to stay out of her reach, and Carol decided to help balance the equation a little.

She dropped down in front of him and neatly blocked a blow from the horse's front hooves. "You looked like you could use an extra pair of hands!"

"Most assuredly so," he said, breathing hard.

Famine circled around and brought her horse to heel a couple yards above their heads, staring down at them with a fierce glare that belied her corpse-like appearance. "No amount of help will save you," she proclaimed. "Apocalypse destroys all who stand against him!"

"They just love to make speeches, don't they?" Carol muttered to Beast, who snorted. "Any ideas?"

"You might be able to touch her, but I doubt that I can," he answered in a low voice, never taking his eyes off of the Horsemen, who was still waiting for them. Why not? Two opponents probably weren't enough to make Famine nervous, not if she'd been slaughtering whole divisions of S.H.I.E.L.D. personnel. "Her power appears to be tactile-based, just like Rogue's."

Carol looked at the purple-suited figure. No gloves to cover the claw-like hands, but that didn't necessarily mean anything except that she didn't mind leaving fingerprints everywhere. "How do you figure that?"

He grimaced and rubbed one arm - which, Carol noticed now, looked a lot thinner than the other one. "As Ben Franklin once said, 'Experience keeps a dear school, but fools will learn in no other.' "

"In that case, I get my diploma on Tuesday," Carol said. "So what do you suggest?"

Before he could answer, Famine spurred her horse on with a dry, rattling cry, and dove at them with her hands spread wide. Carol took flight; Beast ducked and rolled away. They all came out of their maneuvers at roughly the same time to find that nothing had changed: it was still a Horseman facing down an X-Man and his ally.

"This could take a while," Beast said, quirking up one furry eyebrow.

Now Carol snorted. "Great."

Famine appeared to have reached the same conclusion, because she abruptly wheeled her horse around and headed in the same direction as Logan and Death.

Without so much as a glance between them, both Carol and Beast took off after her.

* * *

Storm emerged into the fresh air to see Jean and Cyclops watching a fight between Wolverine and Death. From the slightly vacant looks on their faces, they were also having a telepathic conversation.

She was concerned about Wolverine as well, but not as much as she was about the Horseman chasing them. She shut the emergency exit's door and melted it into place with a few quick pulses of lightning; it would take War several blasts to get through that.

They had come up at the far end of the tarmac, and, remembering the layout of the room beneath them, she realized that faint fracture line running down the middle of the gray asphalt strip was not a natural formation or damage from the attack, but rather the line where two doors connected. It was similar to the Velocity's hangar design, and surely built for the same reason: maximum concealment.

Before she could do more than consider the implications of that, a sharp cackle made her look up swiftly. "Cyclops, Jean -!"

Cyclops and Jean broke off their telepathic conversation abruptly, whirling around to see what Storm was warning them about, and at the same moment Storm sent a lightning bolt at the mechanical horse as Pestilence swooped down on the two students. The bolt missed widely, but Cyclops and Jean managed to duck in time to avoid Pestilence's grasping hands.

"Don't be afraid, little children!" the Horseman called, making a sharp turn and coming back at them. "Being sick never killed anybody!"

The wild illogic of that statement made Storm frown in true concern. Pestilence was obviously insane, and crazed opponents were harder to fight precisely because they were so unpredictable.

"She's not playing with a full deck, is she?" Cyclops asked.

"Not even close," Jean said, before Storm could.

Pestilence cackled. "Apocalypse has ordered us to destroy you, and I LIVE to serve!"

Storm sent a hard gust of wind rushing at the Horseman, and then another from the opposite direction; the robotic horse, unable to cope with the sudden crosswind, wobbled fiercely and, with the decisive touch of Cyclops's optic beam, finally dumped its rider onto the ground.

"Hold her!" Storm ordered Jean, who quickly stretched out her hand to guide her telekinesis. Pestilence tried to rise, but met the unexpected resistance and fell back to the cement. Storm took advantage of the momentary reprieve to drop a lightning bolt onto the mechanical horse, reducing it to a thousand sparking fragments that showered over the Horseman.

Jean moved toward Pestilence, brow furrowed in concentration as she held the Horseman in place. "What are we going to do with her?"

Cyclops took a few steps closer as well. "We're going to find out everything she knows about Apocalypse."

Pestilence looked up, a sly grin flitting across her features. "Little boy, little boy..." she cooed, rising as far as Jean's telekinetic bubble would allow. "Oh, little boy, you are adorable!"

And before any of the X-Men quite knew what was happening, Pestilence broke free of Jean's telekinetic hold and grabbed Cyclops around one wrist. A green light flared at the point of contact, illuminating Scott's face in the same shade as Pestilence's skin, and then Jean cried out and knocked the Horseman away with another burst of telekinesis. Cyclops faltered, but Jean caught him as well.

Pestilence, despite being on the ground for the second time in as many minutes, started laughing uncontrollably. "Oh, poor little boy, so sad, so sad. What's wrong, dearie - got a touch of the plague?"

Thunder boomed overhead, expressing Storm's emotions better than any mere words. Pestilence just climbed to her feet, still laughing hard enough to make her hold her side.

Storm narrowed her eyes, trying to collect herself and to think of a new strategy. This was not going well at all.

* * *

"Apocalypse has pronounced sentence," Famine screeched. Her voice was growing scratchier and more unpleasant with every word - so, of course, she was beginning to rant non-stop. "You are unfit! We will grind your bones to dust in his name!"

Beast leaped backwards, avoiding the sharp hooves of her horse. "With apologies to Apocalypse, we'll have to pass."

"That's right," Carol added, backing up with him, although she was hovering a few feet off the ground. "Our schedule is booked solid this week. Sorry."

Famine didn't have much of a sense of humor. She let out another nails-on-a-chalkboard scream and dove at them. Carol waited for it, then turned and flew in a straight path, making herself a much easier target than Beast, who was waiting for his own moment as per their hastily-assembled plan.

As soon as Famine passed over his head, Beast jumped up and grabbed one of the horse's legs, literally risking his neck in the process, and yanked it off in a burst of sparking wires. Carol watched the whole thing over her shoulder, including the part where Famine's horse wobbled precariously. For a second it looked like the horse would go down, but it stayed aloft. Carol had to admit - however grudgingly - that they were well-built machines.

And meanwhile, Famine was gaining on her.

Carol flung herself up and back, into a textbook loop, and came out behind Famine. The Horseman wheeled about to face her, and Carol saw one clawed, bony hand stretch out towards her as Famine came charging back.

"Oh, no thank you," Carol said, and darted upward at the last moment, ascending to a safer altitude. The Blackbird was nearby; she could still reach it and use the weapons systems. Beast would be okay for the few moments he'd have to face Famine alone.

"The dread lord cries out for your destruction!" Death shouted behind her, and she whirled instinctively to block any coming blows. But the Horseman was not yelling at her; he was still trading blows and verbal spars with Logan.

Logan had managed to pin Death on the ground, slashing at him with his claws incessantly so that Death was forced to use his wings to block the onslaught instead of taking flight. But the cry that had alerted Carol also signaled an abrupt change in the fight's balance.

In the heartbeat between slashes, Death flung his wings wide and pushed away, propelling himself upwards and backwards in a single smooth motion. His wings beat only once to carry him to a height of nearly fifty feet.

"Get back down here and fight!" Logan snarled, brandishing his claws. The remaining sunlight glittered across their curved adamantium surfaces. It also glittered across the twenty-foot wingspan of Death as he reached a zenith and hung there, suspended for a single moment like a martyr on a cross. Then his wings seemed to contract violently, and a silver cluster of razor-tipped metal feathers flashed through the air - and embedded themselves in Logan's body.

Carol abandoned her plans, again, and darted over to where her old friend had fallen. "Logan!"

He opened his mouth, and a strangled noise that could have been "paralyzed" came out. Nothing more.

_A paralytic agent of my own design. Thus far, it's worked very well on mammals, including lesser primates._

I'm going to kill him, Carol thought, and it was no idle promise. The moment this craziness was over, she was going to track down Sinister and kill him. But first she was going to beat the truth of what he'd done to her, and done to Warren, out of the bastard.

The feathers were buried in Logan's flesh; she tried to pull one out, but it stuck. Some kind of barb. As she thought about it, he started to convulse, and she loosened her grip on his body. She'd learned long ago that the worst thing to do was restrain someone during a seizure - but still, he needed help.

Beast had also rushed over, and Carol grabbed his arm now as she headed back to engage Famine; Death had vanished. Secretly, she was glad of that. She wasn't looking forward to fighting Warren, even if he was a mind-controlled slave. "Base medical facilities, third building on the left, big red cross on the door. Help him. Don't worry about the rest of us."

* * *

Cyclops coughed, a weak, dry sound, and Jean pressed her hand against his forehead, feeling for a temperature.

"He's burning up," she called to Storm. Her voice sounded frantic to her own ears. But what kind of sickness moved this fast? Scott?

He moved slightly against her fingers, and she heard a faint whisper in her mind. It sounded like her name, but she wasn't sure.

"Where is Beast?" Storm called back, darting a blow from Pestilence.

Good question. She closed her eyes and reached out for his mind. Beast - where are you? Pestilence got Scott!

He didn't respond with words; without significant training, very few non-telepaths could, and Beast hadn't been with the X-Men long enough. But she did receive a clear picture of a building with a red cross, and a strong feeling of security and help.

Jean broke off contact and told Storm, He's at the base's medical facility.

Then we'll take Cyclops there, Storm answered decisively.

"Oh, too much head-chatter, much too much," Pestilence said, pausing in her assault to give them a reproving frown and shake of her head. Jean wondered how she knew - was she telepathic, or was Apocalypse merely using his own telepathy to keep her informed? The green-skinned woman hissed and added, "Why don't you all just curl up and die like good little children?"

"No," Cyclops said, coughing, and fired an optic blast at the Horseman. The beam had barely left his visor when he collapsed against Jean, nearly knocking her off her feet, and this time, she knew he was truly down.

Pestilence shrieked when the beam hit her. The force of the blast sent her slamming into a building, and she collapsed to the ground with a moan. It didn't look like she was getting up any time soon either. Jean felt a fierce surge of emotion, like vindication, on Scott's behalf. She also felt a wave of guilt; if she'd just been able to hold Pestilence back, then he never would have gotten sick.

Storm waved her hand, sending a thick shroud of white fog over the fallen Horseman, and lightly touched down next to Jean and Cyclops. "We should move quickly."

Jean nodded, using her telekinesis to keep Cyclops up; she would have to carry him the entire way. He was pale, but not sweating, and she feared that meant that he was even sicker than he looked. Scott, she said, putting her hand on his forehead again. Scott, please, talk to me.

All she got back was a jumble of pictures and feelings, none of them happy. A fever dream, she realized, and felt slightly sick herself. Was it just yesterday that she'd been exalting over her good fortune - over a future that could now die before it was even born?

"Hurry," Storm urged, putting a guiding hand on Jean's shoulder. Jean shook her head, clearing away the thoughts, and started running for the medical building with Cyclops' too-warm body at her side and Storm watching their backs.

* * *

Famine, Carol had decided, was a hell of a lot tougher than she looked.

The Horseman was about as physically intimidating as a toothpick, but she had somehow managed to absorb an incredible amount of punishment. The only real progress Carol had made since Beast had left for the medical facilities was the final destruction of the horse.

As she maneuvered into place for another run at Famine, Carol figured that "absorb" was the key word. Famine's power probably compensated for it all, by sucking the energy away before it could damage her body. Then again, what did she know?

The entire battle was frustrating Carol to no end. She was having an unusually ineffective week - first losing to a bunch of second-rate criminals, and now being stymied by a handful of zombies. Fury would kick my ass if he saw this, she thought. She wasn't making S.H.I.E.L.D. look very good.

Famine raised her hands, earthbound but still ready to fight. A pale purple glow flickered around her fingers. Carol had no desire to find out what the glow felt like up close, and she began to reconsider. There had to be another way to do this-

Backup's here, Jean said in her mind. Carol jerked upwards, startled, and looked down to see Jean and Storm running towards them.

Jesus, kid, watch that, she shot back, then asked, Where's Cyclops?

Jean's answer was a mix of words, emotions, and images that told Carol the whole story in an eyeblink. It wasn't a happy story, but it was the unskilled method of communication that really caught her attention.

That bad? Carol asked, surprised and not a little worried; if the girl was that distracted, she could get hurt. But it was a rhetorical question, and she didn't wait for Jean to respond before saying, Don't let Famine touch you. What's the status on the other three?

Storm via Jean jumped in with, Pestilence is down. We haven't seen War for several minutes, and Death is also missing.

Out loud, Carol called, "Just us girls, huh?"

"Not for long," Storm replied, taking to the air a few yards away. She pointed at something behind Carol.

Carol knew without turning what she would see, but she did anyway.

Death was returning to the fray, wings flashing, and War was at his side.

"Jean, take care of Famine," Carol called down, taking command of the situation automatically. "Storm, handle Death. I'll deal with War."

There was no response from either of the X-Men, but a sizzling bolt of lightning went crashing down perilously close to Death as Carol charged War.

War dodged her easily, then swung around. His face twisted into a truly malevolent expression, and he drew one of his swords, raising it high over his head and shouting, "Apocalypse's will be done!"

"Not today," she said, ducking the blade. Carol had a significant advantage over the Horsemen, except for Death, in that she had been flying for years. She wasn't limited to linear movement like up and down, left and right; she used the entire sky, fighting in all three dimensions. Gravity wasn't an issue for her - something that might prove to be the deciding factor if she did confront Death.

War's momentum carried him forward for a second, and Carol quickly brought one fist up and punched him in the center of his chest. The blow stopped all that momentum, and the horse kept going while he stayed still.

Carol grabbed his armor's shoulder guard and threw him, straight down, as hard as she could. War smacked into the ground with a satisfying boom, sending up a cloud of dust and debris. She hovered in place for a moment, waiting expectantly to see his defeated and unconscious body sprawled in the impact crater, but what happened instead was a sharp clapping noise, a flare of red light, and a ringing explosion right behind her head.

The burst of superhot air didn't hurt her, but she went with it anyway, letting the force of the explosion carry her earthward. She landed hard, kicking up a small impact crater of her own, and got to her feet immediately. War came out of the dust cloud with his sword swinging, but her seventh sense got her clear, and she was able to turn his attack to her advantage with a good swift kick to his ankles.

The kick knocked his legs out from under him, and Carol clamped a hand on the neck of his armor, holding him up, and used her other hand to punch him in the side of his ugly Roman-style haircut.

Watching him survive the fall without a scratch had given her an idea. War's armor could obviously take a substantial beating, but she was betting that the rest of him wasn't so tough. Carol pulled her fist back again, ready to break his nose, and stopped in mid-gesture when she heard Jean shriek.

She looked over her shoulder and saw Famine's skeletal fingers closing around Jean's neck, a wicked purple glow surrounding the two figures. She also saw that Storm was still trading aerial strikes with Death.

Carol said a very bad word, tossed War away, and flew at Famine at top speed, which was somewhere around Mach 3. Not wanting to hurt Jean, she stopped just short of them, but channeled all that momentum into a single punch that, from the sound of it, cracked Famine's jaw in at least two places. "They're just KIDS! JESUS!"

Famine staggered back, and Carol lashed out with a swift kick to the Horseman's midsection that sent her slamming into a wall. Then she spun and caught Jean before she hit the ground.

The teenager was in bad shape. Famine had sucked a lot of life out of her; she now looked fairly skeletal herself, and all the color had gone out of her flesh. Even her hair had faded to a dull, brittle orange.

"Come on," Carol said, swinging Jean into her arms like a baby. "We've got to get you off the battlefield-"

One of War's explosions hit the ground right behind them, knocking Carol onto her knees. She lost her hold on Jean and the girl went flying, hitting the scorched cement with a heavy thud that surely didn't do anything to help her.

"You shall not escape our wrath!" War shouted overhead.

Carol thought fast, glanced around, and settled on a chunk of concrete near her hand. She grabbed it and rolled over, then flung it as hard as she could at War's ugly face.

He saw it coming and moved, trying to dodge, but Carol's arm was a lot faster than he was, and the concrete clipped his shoulder. War fell back - not much, but it gave Carol just enough time to scramble up off the ground and launch her fist into his nose. It made a very satisfying wet, crunching noise. He cried out and fell back even further, clutching his face.

Carol hit him again, and again, as hard as she could, right in his face and on his head. The sixth blow knocked him off his fake horse, which she also hit, just for good measure. When he smacked into the ground, he moaned and didn't get up. Just like I planned, she thought triumphantly. The man was not as strong as the armor. Were they ever?

"This time, have enough sense to stay down," she told him. She flew back to Jean, who hadn't moved an inch, scooped her up - minding the girl's fragility - and flew towards the infirmary as fast as she dared.

* * *

The base's infirmary was relatively small, with a front desk of plain, battered gray metal, no waiting room to speak of, only a handful of gurneys and a slightly larger number of beds. It was also completely unscathed, which sent the rather disheartening message that none of the personnel had made it there during or after the Horsemen's attack.

Immediately after entering, Beast had deposited Wolverine on a gurney in the small operating room and set to work removing the feathers. That had taken only a few minutes, once he'd found a decent scalpel. Then Storm and Jean had arrived, bearing Cyclops, and Beast had likewise deposited him in the OR. Then he'd barred the infirmary's sole outer door with the biggest, heaviest thing he could find - namely, the front desk.

Now the door burst inward, desk flying, and Carol said urgently, "Beast! Jean needs help NOW!"

Thus interrupted in his ongoing quest to get a reliable temperature from Scott, Beast looked over his shoulder and through the OR doors and saw Carol cradling an emaciated Jean in her arms.

Incredulous, he turned away from his two previous patients and demanded, "What are you people doing out there - throwing yourselves into their hands?!"

"She got distracted," Carol said, carefully setting Jean down on the nearest available gurney inside the OR. "And I hate to say 'I told you so,' but..."

"But you told us so," Beast finished for her, somewhat irritated. "Yes, I remember that very well. Famine, I presume?"

Carol nodded sharply. "She didn't touch her long. I knocked them apart as soon as I saw it."

Beast nodded, already absorbed in his new task. He was not, by definition, a medical doctor, but he had spent a lot of time studying biology and the medical sciences simply because they interested him. His handful of university classes and first-aid training courses were certainly being put to the test now, and he resolved to actually go get a medical degree after this. Patching up X-Men, it seemed, was going to take a lot more skill than he'd anticipated.

But even with the little knowledge he had, he thought that he could figure out what had happened to Jean. It was based on a large amount of conjecture - admittedly not the firmest grounds for medical treatment, but there was little else he could do. Even as Carol continued to explain what had happened, Beast fished out an IV line and bag, filled the latter with the most nutrient-rich fluid he could find, and plugged the former into one of Jean's few remaining accessible veins.

"I do hope this works," he said, mostly to himself, and returned to Scott. The boy was not doing well, and-

"You mean you're not sure it will?" Carol demanded.

Beast sighed and said, "Famine is the loss of food - malnutrition - so it stands to reason that the Horseman of that name would steal the nutrients from her victims."

"Well, there goes my confidence in the medical profession," Carol muttered. Beast saw no reason to enlighten her. "Just keep your head down if the fight heads this way, okay?"

And with that, she reached out one gloveless hand and gave him a faintly patronizing pat on the shoulder, and Beast suddenly felt the unmistakable sensation of memories being pulled from his mind.

Carol jerked her hand back as though she'd been burned. "Holy- What was that?"

"That," Beast said with some effort, his head swimming, "was Rogue's absorption power."

Carol looked at her hands. "That's not good."

Beast shook his head. "No, I'd imagine not."

A loud boom shook the walls, sending plaster bits raining down on them, and Carol broke off her staring contest with her hands. "Tell Logan we could use his help out there," she said, gave Beast a brief salute, and then flew out of the medical building just as urgently as she'd entered.

Another explosion echoed almost immediately, and Beast reflexively hunched over Scott's body as more plaster fell. He could feel the heat radiating from the boy - a fierce, unrelenting fire that was going to kill him just as surely as any any collapsed building, and give him some truly horrific nightmares along the way. Scott had not stopped twitching fitfully since Jean and Storm had brought him in.

" 'The sleep of reason produces monsters,' " Beast quoted, looking up at the damaged ceiling. _And I fear we have all been asleep too long._

* * *

Alone against Death, Storm thought she was doing a fair job of holding her own; the blue-skinned Horseman seemed skittish around her lightning, probably due to his metallic wings, and she was able to enforce a relatively safe distance between them. When War had staggered up and rejoined his fellow Horseman in the sky, though, Storm quickly found herself hard-pressed to keep pace with them.

War would charge her, swords drawn, and as soon as she dodged him, Death would swoop in with wings and feathers slashing. She avoided their first two attacks, managing to knock away one of War's swords, but on the third, she spun away from War and was immediately sliced across the shoulder by Death.

Storm did not cry out in pain, but it was a very near thing. She retreated into a a cocoon of whirling air, making the wind spin fast enough to generate a small F3 tornado, and in the safety of the funnel's eye, she held her wound with one hand and tried to regroup. More accurately, she tried to calm herself down. But she had very nearly reached the limits of her patience.

She would have to dispose of them, somehow, and she would have to do it alone. She could not depend on the other X-Men, adults or students; they were all incapacitated in some way. Nor could she depend on Carol, simply because the woman was an unknown factor.

The responsibility was a heavy one, but she was used to the weight of the world.

Decision made, Storm dropped the winds and found War and Death waiting for her, side-by-side with mace swinging and wings spread.

She also saw a small green form speeding toward them and knew that Carol, at least, would be there to assist.

"Resist," Death said, pointing an accusing finger at her, "and be obliterated."

Storm drew herself straight, letting herself slip back into a role she had not assumed in years, but which still fit well enough to be mildly frightening in its familiarity.

When she was barely into her teenage years, just beginning to realize the forces at her command, Ororo had been decreed the living embodiment of the Goddess by a small tribe in Kenya. She had done her best to be a benevolent deity, bringing gentle, life-giving rain to the people who worshipped her, but the Goddess was not always so magnanimous. The Bright Lady created, yes,  
but creation could not happen without destruction.

And Storm knew very well how destructive She could be.

She closed her eyes and let the will of the Goddess flow through her.

Cloud patterns warped for a hundred miles in all directions, catching the attention of every meteorologic station in North America, including the one aboard the S.H.I.E.L.D. Helicarrier. The training operation being conducted in the North Atlantic was immediately abandoned as they turned course to Utah.

Closer at hand, a jetstream in the upper atmosphere was yanked earthward, bringing supercooled air from the arctic rushing down onto the isolated patch of desert. Black clouds built faster than the eye could see, until the sun was blotted out entirely and it looked more like night than day. Rain began to fall, hard and fast, and then the drops of water started to solidify.

Storm floated serenely in the midst of the chaos, buffeted by the wind but untouched by the hailstones now falling from the sky. She was dimly aware of Carol, hovering right below her, shouting something. It did not seem important.

The two Horsemen were struggling to stay airborne. She would not stoop so low as to take their lives, but she would put an end to the battle. Storm raised her hands, feeling the familiar warm sensation of electricity gathering along her fingers, and willed the lightning to strike the horse.

The mechanical body glowed, flickering with that ghostly precursor to a blast that the ancients had named St. Elmo's fire. Then a tongue of raw electricity split the air in front of Storm and ripped into the metal guts of the Horsemen's steed.

The explosions sent hot shrapnel flying in Storm's direction, but with a wave of her hand the wind carried it all away.

War tumbled to the ground. Carol darted after him, and through the flurry of hailstones Storm saw her exchange a quick burst of swift, solid punches. War, however, still had some fight left, and he caught Carol in the face with an explosion that knocked her into a building.

Storm stopped the hail and lessened the wind, dropping to the ground herself and meeting War's wrathful face with a calm and level gaze.

"You are nothing in the eyes of Apocalypse!" War shouted.

She felt the electricity gather around her again, and knew her eyes were glowing brighter than the hatred War was spouting forth. He felt the electricity too, looking up at the sky in something like fear as she pronounced his doom.

"Apocalypse is nothing in the eyes of the Bright Lady."

And before he could respond, she put her hand close to the metal armor of his chest and fired a bolt of lightning into it. In less than a half-second, one hundred million volts of electricity were channeled into a conductor that covered his entire body.

He cried out, back arching, and collapsed into a smoking, sparking heap. A faint moan told her that he was not dead, and Storm decided that she would be glad of that later, when her anger subsided.

"Get down!" Carol shouted, slamming into her side and pushing her out of the way just as a few dozen feathers sliced down where she had been standing.

"The servants of Apocalypse will not be so easily defeated!" Death shouted.

Storm tried to climb to her feet again, but Carol pushed her back down. "No. I have to do this by myself."

"Then may the Goddess protect you," Storm said, and hoped that her influence would count for something.

* * *

It was a duel. No - it was a dogfight. The fiercest of her life, and she had been in quite a few.

Carol could fly faster than most planes, was more agile than any fighter jet, and had a phenomenal reflex time. She'd outclassed every S.H.I.E.L.D. operative, in every S.H.I.E.L.D. vehicle - and they had some doozies - in every aerial maneuver imaginable.

But Death was in another league entirely.

They had traded punches and kicks for a few moments, and then Carol had taken the fight on the run. She dodged and twisted and ducked, soaring up as high as she could, until the blue dome of the sky blurred into black, and then diving down until even she felt the atmospheric burn on her skin (to its credit, the hand-me-down uniform held up under the strain). And the whole time, Death was just a hand's breadth behind her.

Carol, running out of ideas and hope, stopped suddenly, spinning around in the same motion and bracing herself for impact. Death veered off at the last moment, his wing's razor edge slashing across her upraised arms. She felt nothing, and a quick check showed the uniform was torn, but there was no blood. That was good; it meant the wings had a relatively low adamantium content. Pure adamantium, or an alloy with higher than ninety percent adamantium, would pierce her skin.

"This effort is futile! You cannot triumph over the Horsemen of Apocalypse!"

A scatter of feathers shot towards her, and she dropped, letting gravity take her out of danger. Death retreated to a slightly higher altitude, although he looked like he was gearing up for the next parry.

"Ace!" Logan shouted, and she turned to look down at him. "Watch-"

Death slammed into her back. Taken by surprise, she couldn't stop her fall in time, and smacked into the stained and blasted concrete face-first.

"Watch your back," Logan told her, finishing what he'd been trying to tell her before she'd been knocked out of the sky.

"Thanks." Carol pushed herself out of the cement, glaring at him sourly, and brushed some stray hair away from her face. "How are the kids?"

"Better," he said, but she was already in the air once again.

Death was waiting for her, making a wide, slow circular pass like a vulture. She dodged another burst of feathers, but made no attempt to go in for a strike herself. A physical fight wasn't working, perhaps because she didn't want to bash Warren's face in. Whatever the reason, it was time to change tactics in a big way.

"Warren - it's me," she said, circling around him. "It's Carol - Carol Danvers. You remember me, I know you do!"

He shook his head, giving her a high, scornful glare. "You know nothing. You are nothing."

She drew closer, risking a feather barrage, and said softly, "I know that I love you, Warren."

She could remember the precise moment she'd realized it - how she'd met his eyes over a table in the restaurant in the Baxter Building on their ill-fated third date, and saw there a light that warmed her entire soul. Warren Worthington was special, and every complicating factor - the fact that she was his bodyguard, the large age difference between them - faded away to nothing.

Warren's gray-blue eyes suddenly blurred in her memory into black ones with glowing red embers at their cores, and Carol felt a moment of panic before she reasserted her personality with the mental equivalent of a shove. Not now. She would not go now.

Not yet.

Blue eyes, full of grace and love. She held the memory tightly and forced herself to concentrate more on what was happening. It was Death she was facing, not Warren. But was it really?

Those eyes looked back at her now, devoid of compassion or any human feeling. However, he was no longer on the offensive, and she was able to get a little closer.

"I just want to save you," Carol said, not quite so soft as before, but still with all the truthfulness she could bring to bear. She reached up and lightly stroked his cheek with the back of one fingernail, not letting him look away from her. She felt something warm and wet on her owncheek; a tear. If this worked, she would never see him again.

But Carol Danvers was stronger than her emotions. Strong enough to take on an assignment as a bodyguard for a spoiled rich mutant, strong enough to stick to her job even after she'd fallen for him, and strong enough now to save his life with the sacrifice of her own.

"I am become Death, destroyer of worlds. There is nothing to save," Death said, and brought a wing slamming into her. Carol, caught off-guard despite herself, tumbled backwards a few yards. She shook her head clear, wiping the betraying tears away in the process, and charged back. Once again, he let her get within arm's reach. She hoped that meant Warren was fighting to gain control, just like she was against Rogue.

But then his wings twitched - the prelude to another strike - and in the few seconds she had left, Carol declared, "I know you're in there, Warren, and by God, I'm going to find you!"

Quicker than he could react, she put her bare hands on both sides of his face, holding him fast, and deliberately used Rogue's power for the first and last time. And Carol, with the training of a S.H.I.E.L.D. operative and years of experience in all areas of combat, used it with a skill that Rogue could not have matched.

She dove to the heart of Warren's psyche and stripped away the orders Apocalypse had put in place, stripped away the controls and suggestions Sinister had embedded throughout, stripped away every bit of darkness and evil and hatred and every urge to violence until the black shroud wrapped around Warren Worthington was gone and his psychic form stood free and shining pure once again. The darkness had to go somewhere, though, and if she had been a true telepath she might have been able to dispel it harmlessly to the astral plane, but she was using borrowed powers with definite limits and the only place she could send it...

...was into herself.

She did not feel it when she fell out of the sky and hit the ground so hard that she cracked the cement. She did not see the young man once known as Death also crash to the ground, his wings retracting automatically as he was knocked unconscious.

Because Carol Danvers was gone.


	14. By The Grace

...this, and what needful else  
That calls upon us, by the grace of Grace  
We will perform in measure, time, and place.

- from 'Macbeth,' Act 5, Scene 9

* * *

Warren came out of the blackness slowly, dragged back into reality by a steady accumulation of sensations. There was the soft thrum of something - an engine? - and a few low voices talking, and the scent of burnt ozone, like someone had been playing with electricity...

He felt something hard and cold digging into his back, realized he was lying down, and groggily pushed himself up into a sitting position.

Immediately someone put their hand on his shoulder, and a voice said, "Don't worry - you are among friends."

Warren blinked his vision clear and saw a large, blue-furred creature standing in front of him. He jerked backwards automatically, banging his head against a metal wall. "Where -?"

"It's okay," someone else said, weakly, and Warren looked over the blue guy's shoulder to see a couple of people he'd never wanted to see again. They didn't look any better than he felt; the girl with the white-streaked hair, in fact, was hooked up to a whole bunch of machines. That mollified him only slightly.

"Oh, great, it's you people," he said, sitting up straighter and rubbing his bruised head. He was in  
a plane of some kind, he could tell now, and it was dark outside, with the unmistakable lights of the New York skyline glittering far below. He felt a warm pang of homecoming despite himself. "Cyclops, right? What's going on? And what happened to Miss Southern-Fried Goth?"

Cyclops, sitting next a redheaded girl Warren didn't recognize, held up a hand for patience and took another breath from his oxygen mask before asking, "You mean you don't remember anything?"

"Not a thing," Warren said, looking at the other people in the jet, the two pilots - a man wearing a mask and a woman with white hair. And as soon as he'd said it, the memories came flooding back. The Morlocks, the Marauders, Sinister, little Sarah, the botched escape... and then a long stretch of blank, empty time that was more frightening than anything else he'd undergone.

Some of that fear must have shown on his face, because the blue guy put his hand back on Warren's shoulder and said gently, "There will be time to explain it all."

He blinked, suddenly remembering someone so important that he was sickened to think he'd forgotten about her at all. "Carol - where's Carol?"

The redhead looked at him, sad. "Carol... didn't make it."

Warren stood up, swaying a little as his feet hit the floor, and took a few steps in no particular direction. "She's- she's dead?"

"We're not sure," the blue guy said, trying to steer Warren into a seat. "But please, stay calm."

"You're not sure? She just said that Carol didn't make it!" Warren exclaimed, gesturing. "There's not too many ways to interpret that!"

"What Beast means," the male pilot said, turning around to show a gruff, toothy snarl, "is that you're gonna need a roadmap to figure out what happened to both Ace and you, so sit down and shut up until we get to someone who has answers."

Warren's first inclination was to tell the jerk exactly what he thought about that idea, but then he glanced down at his hand and saw that his skin was now a vibrant shade of blue.

The world slowed down around him, and he twitched one wing into view with all the speed of someone moving underwater. Someone drowning underwater.

Metal. He had metal wings and blue skin.

He took a staggering step backwards, feeling blindly for the curving hull of the plane and leaning against it when he found it. "Oh, God. Oh, God..."

"Please, stay calm," Beast repeated. The redhead was also standing now, looking worried, and even Cyclops behind his oxygen mask and visor seemed concerned.

"I'm not calm," Warren said, breathing hard. "I'm going to be sick."

"Not on any of the seats," the male pilot called back.

* * *

It was a somber sight that greeted Xavier when his X-Men returned. Wolverine was fine, and so was Storm; Beast looked exhausted, but unhurt. The children, on the other hand, were walking wounded. Cyclops had the pale, drawn demeanor of someone who'd been gravely ill for quite a while, and he leaned heavily on Jean as they made their way across the hangar floor. For that matter, Jean herself looked unusually frail, although she was clearly on the mend.

Warren Worthington staggered out under his own power. Having never seen him before, Xavier wasn't sure if he was injured; however, a shallow telepathic scan showed that the boy was sound in body but nowhere near okay in mind. And Carol...

He saw Beast and Wolverine carrying the motionless body, shrouded in medical equipment, off of the jet and immediately feared the worst. "What happened?"

Beast sighed and looked down at the floor, his shoulders visibly slumping. "She fought Death. I can't say that she won, either. Her readings have been all over the place."

"She did save my life," Warren said, his voice uneven. "I just wish she hadn't..."

In that instant, Xavier made a series of swift decisions. "Hank," he told Beast, "put Carol in the infirmary. Have some of the students assist you if necessary. And then get some rest."

Beast nodded. "I hope that last part applies to my other three patients as well."

"Of course. Take Jean and Scott with you; I'd like to have a few words with Mr. Worthington before I release him into your care."

Warren straightened, looking suddenly defiant. "Oh, great, called into the principal's office on my first day. My parents are gonna kill me."

Xavier did not like that tone any more than the depressed one. "Warren, you're not in trouble. Not with us, anyway. Go ahead, Beast, Wolverine," he added, seeing that neither had not moved.

Hank nodded and gestured for Scott and Jean to join them. Even with his weakened state, Scott looked unwilling to leave, and Jean was ready to follow his lead; Xavier valued that loyalty, but was more concerned with his students' health. Go, please. I will be fine here.

Scott and Jean finally turned and left. Before the students had reached the hangar doors, Hank had taken one on each big arm, holding them up as best he could with Carol's additional burden. It was a good thing, Xavier thought, that infirmary was nearby.

He refocused onto Warren and steeled himself for what he knew was going to be a long and hard-fought conversation. "Warren. Would you like some tea or coffee? Perhaps something to eat?"

"I would like some answers," he shot back.

Xavier kept a pleasant expression. "Understandable. Shall we adjourn to my study?"

* * *

Beast rummaged around in a cabinet next Scott's bed in the infirmary, making a lot of noise. Most of it was one-sided conversation. Scott had noticed more and more that when Beast was thinking - really thinking - that he tended to start babbling. It didn't matter much anymore, but if his teacher was in a talkative mood, Scott decided he would ask him something that had been concerning him for the past hour. "Um... Beast?"

The blue mutant abruptly stopped what was he was doing and looked up at him. "Yes?"

"How did you... stop the fever?"

Sitting on the other bed, Jean lifted her head quickly at the question, and gave him a strange look.

"Oh." Beast shut the cabinet door and stood, IV bag in his hand. "I didn't, actually. Pestilence's touch was brief, and I'm guessing that the effects just ran their natural course. In other words, you are blessed with a very effective immune system - although I wouldn't go challenging Wolverine on that respect any time soon." He hooked up the IV to the line already in Jean's arm and said, "Miss Grey, on the other hand, is just very lucky. I wasn't sure this treatment would work, but voila!"

She gave Beast a weak but sincere smile, and Scott felt a sudden burst of guilt. He should have been more careful; if he hadn't been caught by Pestilence, he would have been able to keep Famine away from Jean.

Beast sighed and rested his hand on the edge of the third bed. "But Carol..."

Scott pushed himself up slightly. "Beast, there's nothing else you can do for her. Right?"

"Right. But that doesn't stop me from wanting," he said. "And on that note, I need to retrieve some equipment from upstairs. Will either of you be needing anything in the next few minutes?"

"No," Jean said, answering for both of them.

Beast clapped his hands gently. "Splendid. I'll be right back."

Scott watched him go, then let himself fall back onto the bed. It was hard and smelled like disinfectant, but it felt like heaven. He ached all over, but especially his head, and he already knew that the next few Danger Room sessions were going to be a nightmare.

Jean said, "I hope she's okay."

He pushed himself up into a sitting position; Jean was looking at the small, pale body that made the infirmary feel more like a morgue. He wanted to mourn for Rogue, and Carol, but he was too tired to do anything more than live. "Who, Carol?"

"Mm-hm. And Rogue, too. It's her body; she deserves to have it back. And she probably will." Jean stood up and crossed the room, bringing her IV rack with her and pausing next to his bed. "Can I -?"

He shifted so that she could sit. "Go ahead."

"I saw what Carol did," she said, taking a seat. "Felt it, really, since we were still in the base infirmary... She stole all of the darkness inside Death - I mean, Angel. And then she just... let go. It was so sad, Scott - there was so much pain in her heart. She felt for him so much, and then it all blinked out."

He sat up a little straighter. "She died?"

"I'm not sure." Jean smoothed the bedsheet next to her with one hand, a habitual, nervous movement, then met his eyes with a sorrowful gaze. "But I think she did."

"She gave up her life to save him, just because she cared about him?" he said. That was a staggering implication, and hit closer to home than he wanted to admit. His parents had done that, years ago, when they gave Alex and himself the only two parachutes left. Still... "I don't know if I could do that."

Jean closed her eyes briefly, then opened them and looked directly at him again. The sadness wasn't there anymore, but he wasn't sure what to call this new expression. "I could. For you."

"You..." Not for the first time, he was glad that the visor hid his eyes; he was pretty sure that he looked like an idiot, blinking at her. Did she really mean that? He hoped so, for so many reasons. At the same time, it scared him beyond belief. "I... don't know what to say to that, Jean."

She smiled. "I know. But I like what you're thinking."

That surprised him further, because he was thinking that he really wanted to kiss her until neither of them could breathe - which, given his current condition, wouldn't take that long. "You do?"

Very much so, she said, her smile deepening, and then she leaned forward and kissed him. It was a quick, soft kiss, barely more than a brush of lips and skin, and she pulled away immediately, but it left him absolutely speechless.

And that was fine, because they both knew what they were thinking, and also because Beast chose that precise moment to return. Scott quickly looked at the floor and tried not to notice the telling grin on his teacher's face.

"So. Anything happen while I was gone?"

* * *

The atmosphere in Xavier's study was become considerably more tense with each passing second. Warren radiated a veritable galaxy of emotions, none of them positive, and Xavier was swiftly reaching his limits in regards to all that negativity.

He had already explained the ideas and principles that Institute was founded upon, going into some detail about the importance of their mission, the absolute necessity of promoting peaceful use of mutant powers and the equally peaceful coexistence of humans and mutants. Warren had made a series of disparging comments and fallen into a sullen silence.

Xavier kept talking, though, and he kept working on the image inducer as he spoke. With both Kurt and Hank in the house, he'd created a number of the small, watch-sized devices, and now he was modifying one for Warren. "And I believe that's all. Do you have any questions?"

"Other than 'how do I get my life back?' Not a one." Warren was standing, only because he refused to retract his wings, and now he crossed his arms over his chest, plainly daring Xavier to say something.

Instead, he made the last adjustment and tossed the inducer to Warren, who caught it automatically. "What's this?"

"An image inducer. It projects a hologram over the wearer. Try it."

Warren looked at it dubiously, then pressed the button. He seemed to flicker and reform into something much more normal, without the blue skin or metal spans of wings.

Kurt's reaction to the inducer had been amazement, excitement, and disappointment; Warren's was similar, although he skipped excitement and went straight to bitter disillusionment. "It's a nice toy, I guess, but it doesn't change anything," he said, turning the device off and tossing it back to Xavier. He caught it easily.

"It can't give you back what you've lost, no," Xavier said, keeping his tone gentle and full of understanding, "but it can help ease the transition. You don't have to be an outcast, Warren."

The boy crossed his arms over his chest and gave him a dull, cynical glare. "This is the part where you offer me a lifetime membership in your freak patrol, right? The chance to go out there and play superhero savior to the world? No thanks, Professor. I've done that, and it didn't exactly turn out well for me."

He fell silent, but there was more he wanted to say. Xavier could feel it simmering beneath the sharp sarcasm as clearly as he felt his own pulse. He waited for a few moments, and just as he'd anticipated, Warren began talking again.

"And I didn't even do it out of obligation - none of that 'noblesse oblige' garbage my parents' shrinks kept laying on me. I did it because I wanted to, because I liked saving people and helping them. I put my life on the line for a bunch of sewer-dwelling mutants more screwed up than I am - and this is how I get repayed? By being turned into a Horseman of the Apocalypse?  
Death incarnate?" Warren shook his head vehemently, and his wings made a restless snickt noise; he didn't appear to notice, but Xavier certainly did. "Yeah, thanks but no thanks, Professor. I'm out of this game. I'm going to charter a jet to my parents' house in Monaco, and stay there for the rest of my life. And there's not a single thing you could say right now that would make me change my mind."

Xavier let that challenge hang in the air for a moment before saying, "You're absolutely right. There is nothing I can say to change your mind - because you are so intent on drowning in self-pity at the moment that all attempts to save you would be useless."

Warren shook his head again, clearly not impressed.

"Let me ask you one question," he continued, undeterred. "What upsets you more: the thought that you did nothing to deserve this - or that you did deserve it?"

Warren went completely still for a long moment, then slowly raised his head and met Xavier's knowing gaze. He was furious - but behind that fury was the fear, vast and terrible, that he really had done something to merit his transformation. "I am not responsible for this."

His wings again spread in a restless twitch, making a sharper metallic noise this time. Xavier chose to ignore it. "I never suggested you were. I merely asked if you thought that you deserved it."

Warren opened his mouth to retort that, but closed it just as abruptly. He rubbed a hand over his face, looking much older than his eighteen years. "Maybe. After what they told me I did as a Horseman - definitely."

Xavier nodded, letting the quiet truths sink into the very fabric of the room, and said, equally quiet, "No one can erase the past. But we can change the present, and in so doing, the future as well."

"In other words, you're offering me a chance at redemption." It was said flatly enough, but Xavier picked up on the tiny glimmer of hope that lay deep within Warren Worthington's bruised and stained soul.

"What I am offering to you is a chance at life," he said, calmly, extending the image inducer again.

Warren reached to take it, then hesitated.

"God forgives, Warren," he added. "We can hardly do any less."

The boy was motionless for a moment longer, then took the inducer and slid it onto his blue wrist. "I accept your offer, Professor."

"Good," Xavier said with undisguised relief. "Now, I'd imagine that you would like to get a new uniform...?"

"I guess so," Warren said, pulling at the front of the blue-and-red outfit. "And a new codename too. I can't really be 'Angel' now, without my wings."

There was still a bitterness there that Xavier did not like in the slightest. He moved forward and put a hand on Warren's shoulder, delibrately ignoring the razor-edged metal inches away from his wrist. "You are not an angel, true. You are something more... an archangel, perhaps?"

Warren frowned, clearly thinking it over. After a few moments he nodded and said the name, testing it. "Archangel. I've heard worse."

"Then welcome to the X-Men, Archangel," Xavier said, extending his hand for a formal handshake to seal the deal.

Warren shook hands without a second thought.

* * *

Apocalypse rapped one big fist against the center of War's burnt armor, hard, and the Horseman bit down on a groan.

"That is not the strength I gave you," Apocalypse growled. War hung his head, ashamed. In a moment of fury, Apocalypse struck the weakling across the chest, sending him to the floor, and then turned his wrath on the others when they helped him to his feet.

"You have failed me, Horsemen!" he roared, knowing that they, his absolute servants, would be wounded the most by such a statement. He burned to know what would so injure Essex. The tinkerer had betrayed him twice, and his remaining time on this earth was short. Apocalypse, whose fate was writ in the very stars, would see his dominion over the world complete, and  
those who had stood in his path would be swept aside, screaming, into oblivion. He knew this just as he knew the sun rose.

But that did not prevent him from becoming impatient with delays.

"We beg forgiveness, dread lord," they intoned together. Famine moved her broken jaw stiffly, but without the flinching cowardice of War. Apocalypse made a note of that.

"The X-Men have captured my angel of death. That trespass will be dealt with in the future," En Sabah Nur said, striding away from the three Horsemen. "For now, you will destroy the last remnants of the betrayer's presence."

A worker scurried past, unheeding of the death warrent just signed.

The golden room was complete. He did not need them anymore.

The Horsemen said in unison, "Your will is done, Apocalypse."

* * *

"I still sense Carol," Professor Xavier said, eyes closed and a deep frown on his face, "but I also sense Rogue - much stronger now than she was before."

Beast was not tremendously happy to hear that. All of his other patients had returned to their normal - well, usual - lives almost two days prior, but Carol and/or Rogue was still occupying her space in the middle of his infirmary, and he would be glad to see the room empty. "So both of them are there, but neither one of them are there. Is that what you're saying?"

Xavier opened his eyes. "In so many words, yes."

"Well, I suppose there's an easy way to figure out who's in charge," Beast said, nodding at the comatose body.

"Indeed. I'd rather not traumatize her mind any further, though," Xavier said.

"So we'll just sit back and cross our fingers."

"I don't think there's much more we can do."

"You're right." Beast rubbed his forehead and muttered, "I sincerely hope that this will be one of those things that everyone laughs about in a few years, but I doubt it."

"Hang in there, old friend. She is," Xavier said, patting his arm, and gave Carol and/or Rogue a final concerned glance before leaving the room.

Beast sighed and settled into a chair on the other side of the room from his last, most pitiful patient. He did have things he could be doing while he kept vigil over the comatose body, and he accessed one of those vitally important programs on the computer now. "At least I'm not alone down here, for a change... Mind if I play checkers?"

* * *

But life didn't stop for any of the X-Men, including Beast, who had classes to teach and Danger Room sessions to run, and so Ororo was on watch when the girl in the bed finally awoke. Keeping in mind Gambit's experience a week prior, she waited to see who, exactly, was waking up. It was with a great deal of relief that she heard Rogue mumble, "Huh - Storm? What am I  
doin' in here?"

"It's a long story," Ororo said, leaning forward to help the girl sit up. "How much do you remember?"

Rogue grimaced. "Last thing I remember clearly is gettin' blasted by some big woman. After that, not much. Just bits 'n' pieces."

"I see." Ororo regarded her for a moment, worry dancing through her mind. "I'll get Professor Xavier and Beast. They can explain what happened much better than I can."

Rogue nodded, then put a hand out to stop Ororo as she rose to leave the room. The girl was not wearing gloves, and Ororo flinched away out of habit. Fortunately, Rogue did not notice. "Remy - he's gone, isn't he?"

Ororo sat back down, on the bed this time. "Yes. He left some time ago."

"I knew... I think I saw it. And I always kinda figured he would, one day," Rogue said, looking down at the blanket. When she looked up again, her face had twisted into a heartbreaking expression of sadness and grief. "It's just... I really liked him, Storm."

Ororo pulled her into a hug, stroking her hair like a mother would, and Rogue started crying - big, wrenching sobs that both surprised Ororo and made her hold the girl even tighter. Somewhere along the line she found herself humming a wordless tune beneath her breath. The lullaby was one her own mother had used, and it seemed to calm Rogue just as well as it had calmed her.

"It hurts now," Ororo said softly, after Rogue had stopped crying. "And it will hurt for a very long while still. But you are strong, Rogue, stronger than any of us, and I know you'll work through this - in your own time."

Rogue nodded and pulled away, wiping at her reddened eyes. "I... I know. Thanks."

Ororo smiled and stood again. She did not often get the chance to play mother to the students, but bringing comfort was a role she enjoyed. "Rest. Professor Xavier will see you in the morning."

With that, she left the room, quietly flicking off the light and shutting the door behind her.

In the dark, alone, Rogue drew her knees to her chest and said, miserable, "I'm sorry, Remy. I am so, so sorry."

And there was no answer.

* * *

The Institute settled slowly into a routine, this one built around the prickly consciences of its newest student and an old one who'd gotten a new perspective on her life. As the days passed, things almost returned to normal.

In the tunnels beneath New York, Callisto recruited an adult mutant named Masque and several children, four of whom were christened Hemingway, Vessel, Reverb, and Sack. They became instant friends with Sarah, who was now demanding that everyone call her Marrow, and spent endless hours talking with her about the beautiful angel and the evil Upworlders who let him die.

In Madripoor, the criminals known as Arclight, Riptide, and Vertigo were among those arrested in a brawl in Lowtown's notorious Princess Bar. Some days later, languishing in jail, the three ex-Marauders were visited by the legal teams for both the Shaw and Frost business empires, who had offices in Hightown. The exact nature of their conversations would be hotly denied later.

In Washington, D.C., Raven Darkholme was involved in a one-car traffic accident, which, tragically, left her unable to perform her job. She resigned that evening and promptly vanished from the face of the earth. Irene Adler also disappeared without warning from her Mississippi home, although no one there really noticed.

Mystique did not tell Magneto where they were going.

In Severnaya Zemlya, three battered Horsemen finished executing Sinister's workers and disposing of the bodies. They then took up position outside their master's golden room, and Apocalypse sealed the door to finally begin his healing rest. If the First One noticed the single additional line leading out of the sarcophagus - the slender bundle of wires that had no immediately obvious function and was certainly not in the original design - he made no sign of it.

In a very well-hidden lab, Dr. Nathaniel Essex selected a particularly interesting sample of deoxyribonucleic acid from his vast databanks and resumed his life's work, blissfully free of irritating overlords and demi-gods once more.

In Utah, a man stood on an observation deck and wished to God he hadn't stopped smoking cigars, because he really could have used one right then. Seeing the broken and battered bodies removed from the destroyed base - even if they weren't those of men he knew - had bothered him more than he wanted to admit. The damage to the base was more extensive than the engineers had first estimated, and it would be a long time before S.H.I.E.L.D. could let it guard itself again. That bothered him too, although he wasn't as shy about saying so.

There was a new world out there, a world of strange powers and stranger alliances just waiting to explode over the horizon, and Nick Fury was no longer entirely certain that his agency could handle the fallout. He felt a sudden strong longing for the days when he was running around the Mekong delta with Dugan, Gabriel and the rest of his commandos; it had seemed like hell at the time, but compared to the conflict he was facing now, the Mekong looked pretty good.

"Colonel!" one of his lieutenants shouted behind him, and he turned to see what else had gone wrong.

"They found her, sir," the lieutenant said, gesturing toward the inner workings of the Helicarrier. "Had a positive lock on the Kree genetics an hour ago and just got visual confirmation. The team retrieved her and she's en route to the medical facilities in Chicago as we speak."

Fury nodded, his grimness lifted just a bit by the knowledge that something good had happened. About damn time, too. "They're sure it's Warbird this time? What about the double signal?"

The lieutenant scratched his head. "Ah, we're still not sure about that, actually, sir. But the three agents who went out knew her personally. They said it was her. No doubt."

"Good. Scratch the Chicago plans," Fury said, turning his attention back to the scene far below, "and have her brought here. I want her under constant guard."

"Yes sir, Colonel." The lieutenant snapped off a salute, then hesitated. "Sir? Where should we put her? She's comatose."

Nick Fury, director of S.H.I.E.L.D. and not one to desert the men (and women) who worked for him, thought about it for a moment, then said, "Next to Rogers. He'll appreciate the company."

And in Seattle...


	15. Epilogue: Let It Slip

Or I could ride with kings and conquer many lands  
Or win this world at cards and let it slip my hands

- from "A Thousand Years" by Sting

* * *

Seattle was about as far from New York as you could get without crossing an ocean or a border, and Remy, hunkered down in the front of an abandoned theater, was starting to think about doing just that. It rained too much here; he needed somewhere with sunshine and a nice delta. Or at the very least, some place that offered better things than coffee to drink.

He shrugged and drew his coat more tightly around him. It didn't do anything - the cold rain had already soaked through the supposedly waterproof material - but it was psychological relief, and that he had in very short supply at the moment.

What was he gonna do?

More than anything, he wanted to go back to New York, to the Institute. Who was he kidding? - back to Rogue. But she was gone, lost to him, just as surely as Belladonna had been the night he'd traded his honor for revenge against Mesmero. Not that Belle hadn't been placed out of reach before then anyway. Story of my life, he thought to himself. He kept trying to do the right thing, and it never failed to come back and blow up in his face.

He took out his favorite deck and started shuffling through the cards without looking at them. If the weather had been nicer, he would've been downtown hustling pedestrians with magic tricks. Not the most honest way to earn a living, but it had paid his way across the country. NY to D.C., D.C. to Nashville, Nashville to Chicago, a never-ending ride through the Plains states to  
Denver, Denver to Salt Lake, then Vegas, and finally Seattle. He'd been to more American cities in two weeks than he'd been in his whole life; the Guild prefered to travel overseas, mainly to places with lax extradition laws (just in case).

Las Vegas would have been perfect, lack of a delta notwithstanding, but it was Guild territory already and he'd risked a fair bit just setting foot in the town.

C'est la vie. But his life sucked, and he had the proof of it in his hand right now.

The deck held only fifty-one cards, and if anyone should've happened to look through it carefully, the missing card would not have been difficult to identify.

He spread the cards out in his hand and fingered the gap between the king and jack of hearts, wondering if Rogue - no, Carol - would ever find his farewell present, and if so, would she understand what it meant. He didn't think so, and that broke his heart more than anything else. To not even be remembered...

Remy sensed someone's presence behind him and jumped up, charging four of the cards at the same time he tucked the rest away.

A tall figure wearing a purple cape and a red helmet stepped out of the shadows. Remy recognized him from the X-Men's descriptions; they hadn't been exaggerating. He had a feeling they hadn't been exaggerating about the mutant's power, either.

"I have an offer for you," Magneto said, eyes glowing yellow. "One of my... associates has left unexpectedly. I need someone to fill her place."

Remy weighed his options and came to a decision. He straightened and let the charge drain out of the cards. "I'm listenin'."

Magneto smiled.

* * *

Final Notes: This entire scene is based on the lovely XM #45, where Gambit's past (Sinister) catches up to him in an abandoned theater in Seattle, all while Rogue is breaking his heart. XM #45 does not have Magneto, of course; that's a ref to "Day of Reckoning."

At the time I wrote this story, I had a third fic planned. However, after many years of saying "Well, I will... eventually", I have to say - it probably ain't gonna happen. Sorry!

And now it's time for thank-yous: Ah, feedbackers - I love you all dearly! I like to pretend that feedback doesn't matter, but it does. It really, really, really does. Sigh. There goes my last shred of creative integrity...


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